Exhibit 10.98
          Lease Agreement for Store-Ontario Mills (Toys International)








                                      LEASE


                  TOYS INTERNATIONAL, a California corporation
                       -----------------------------------
                                     Tenant


                                     TOY CO.
                      ------------------------------------
                                   Trade Name


                  PLAY CO. TOYS AND ENTERTAINMENT CORPORATION,
                             a Delaware corporation
                      ------------------------------------
                                    Guarantor




                                  Ontario Mills






                                       16



<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE I.........................................................................................................4
         GRANT AND TERM...........................................................................................4
                  Section 1.1  Leased Premises....................................................................4
                  Section 1.2  Term...............................................................................5
                  Section 1.3  Opening............................................................................6
                  Section 1.4  Late Opening.......................................................................6

ARTICLE II........................................................................................................6
         RENT AND DEPOSIT.........................................................................................6
                  Section 2.1.  Minimum Rent......................................................................6
                  Section 2.2.  Percentage Rent...................................................................7
                  Section 2.3.  Payments By Tenant................................................................9
                  Section 2.4.  Security Deposit..................................................................9
                  Section 2.5.  Late Charge.......................................................................9

ARTICLE III......................................................................................................10
         PREPARATION OF LEASED PREMISES..........................................................................10
                  Section 3.1.  Landlord's Work..................................................................10
                  Section 3.2.  Delivery of Possession...........................................................10
                  Section 3.3.  Tenant's Work....................................................................10
                  Section 3.4.  Alterations by Tenant............................................................12
                  Section 3.5.  Removal by Tenant................................................................12

ARTICLE IV.......................................................................................................12
         CONDUCT OF BUSINESS.....................................................................................12
                  Section 4.1.  Use and Trade Name...............................................................12
                  Section 4.2.  Operation of Business............................................................13
                  Section 4.3.  Sign.............................................................................13
                  Section 4.4.  Tenant's Warranties..............................................................13
                  Section 4.5.  Storage and Office Space.........................................................14
                  Section 4.6.  Care of Premises.................................................................14
                  Section 4.7.  Notice by Tenant.................................................................14
                  Section 4.8.  Radius...........................................................................14

ARTICLE V........................................................................................................15
         COMMON AREA.............................................................................................15
                  Section 5.1.  Use of Common Area...............................................................15
                  Section 5.2.  Common Area Maintenance Expenses.................................................16

ARTICLE VI.......................................................................................................17
         REPAIRS AND MAINTENANCE.................................................................................17
                  Section 6.1.  Repairs and Maintenance by Landlord..............................................17
                  Section 6.2.  Repairs and Maintenance by Tenant................................................17

ARTICLE VII......................................................................................................18
         TAXES    ...............................................................................................18
                  Section 7.1.  Tax Liability....................................................................18
                  Section 7.2.  Method of Payment................................................................19

ARTICLE VIII.....................................................................................................19
         INSURANCE, INDEMNITY AND LIABILITY......................................................................19
                  Section 8.1.  Landlord's Insurance Obligations.................................................19
                  Section 8.2.  Tenant's Insurance Obligations...................................................20
                  Section 8.3.  Mutual Covenant..................................................................21
                  Section 8.4.  Covenant to Hold Harmless........................................................21
                  Section 8.5.  Loss and Damage..................................................................22


<PAGE>
ARTICLE IX.......................................................................................................22
         DESTRUCTION OF LEASED PREMISES..........................................................................22
                  Section 9.1.  Continuance of Lease.............................................................22
                  Section 9.2.  Reconstruction...................................................................22

ARTICLE X........................................................................................................23
         CONDEMNATION............................................................................................23
                  Section 10.1.  Eminent Domain..................................................................23
                  Section 10.2.  Rent Apportionment..............................................................24
                  Section 10.3.  Temporary Taking................................................................24

ARTICLE XI.......................................................................................................24
         ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE............................................................24
                  Section 11.1.  No Assignment, Subletting or Encumbering of  Lease                              24
                  Section 11.2.  Assignment or Sublet............................................................26
                  Section 11.3.  Transfer of Landlord's Interest.................................................26

ARTICLE XII......................................................................................................26
         SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE                                           26
                  Section 12.1.  Subordination...................................................................26
                  Section 12.2.  Attornment......................................................................27
                  Section 12.3.  Financing.......................................................................27
                  Section 12.4.  Estoppel Certificate............................................................27
                  Section 12.5.  Remedies........................................................................27

ARTICLE XIII.....................................................................................................28
         ADVERTISING AND PROMOTION...............................................................................28
                  Section 13.1.  Promotion Fund..................................................................28
                  Section 13.2.  Promotion Fund Contribution.....................................................28
                  Section 13.3.  Advertisements..................................................................28
                  Section 13.4.  Network.........................................................................28

ARTICLE XIV......................................................................................................29
         DEFAULT AND REMEDIES....................................................................................29
                  Section 14.1.  Elements of Default.............................................................29
                  Section 14.2.  Landlord's Remedies [See Addendum]..............................................30
                  Section 14.3.  Bankruptcy......................................................................30
                  Section 14.4.  Additional Remedies and Waivers.................................................30
                  Section 14.5.  Landlord's Cure of Default......................................................30

ARTICLE XV.......................................................................................................31
         RIGHT OF ACCESS.........................................................................................31

ARTICLE XVI......................................................................................................31
         DELAYS   ...............................................................................................31

ARTICLE XVII.....................................................................................................31
         END OF TERM.............................................................................................31
                  Section 17.1.  Return of Leased Premises.......................................................31
                  Section 17.2.  Holding Over....................................................................32

ARTICLE XVIII....................................................................................................32
         COVENANT OF QUIET ENJOYMENT.............................................................................32

ARTICLE XIX......................................................................................................32
         UTILITIES...............................................................................................32
                  Section 19.1.  Utilities.......................................................................32
                  Section 19.2.  Electricity, Telephone and Gas..................................................33
                  Section 19.3.  Trash and Garbage Removal.......................................................33
                  Section 19.4.  Water and Sewer.................................................................33
                  Section 19.5.  Grease Interceptors.............................................................33

ARTICLE XX.......................................................................................................33
         MISCELLANEOUS...........................................................................................33
                  Section 20.1.   Entire Agreement...............................................................33
                  Section 20.2.   Notices........................................................................33

<PAGE>
                  Section 20.3.   Governing Law..................................................................34
                  Section 20.4.   Successors.....................................................................34
                  Section 20.5.   Liability of Landlord..........................................................34
                  Section 20.6.   Brokers........................................................................34
                  Section 20.7.   Transfer by Landlord...........................................................34
                  Section 20.8.   No Partnership.................................................................34
                  Section 20.9.   Waiver of Counterclaims........................................................34
                  Section 20.10.  Waiver of Jury Trial...........................................................35
                  Section 20.11.  Severability...................................................................35
                  Section 20.12.  No Waiver......................................................................35
                  Section 20.13.  Consumer Price Index...........................................................35
                  Section 20.14.  Interest.......................................................................35
                  Section 20.15.  Excavation.....................................................................35
                  Section 20.16.  Rules and Regulations..........................................................35
                  Section 20.17.  Financial Statements...........................................................35
                  Section 20.18.  General Rules of Construction..................................................36
                  Section 20.19.  Recording......................................................................36
                  Section 20.20.  Effective Date.................................................................36
                  Section 20.21.  Headings.......................................................................36
                  Section 20.22.  Managing Agent.................................................................36

EXHIBITS:
                  Addendum
                  Exhibit A         Site Plan
                  Exhibit B         Measurement of Leased Premises
                  Exhibit C         Landlord's Work
                  Exhibit D         Tenant's Work
                  Exhibit E         Sign Criteria
                  Exhibit F         Commencement and Expiration Date Declaration
                  Exhibit H         Agreement of Non-Disturbance and Subordination
                  Exhibit H-1               Tenant Estoppel Certificate
                  Appendix

</TABLE>


                                       17



<PAGE>
                              A Retail Development

         THIS LEASE  dated as of this ____ day of  ________________,  19___ (the
"Lease") by and between ONTARIO MILLS LIMITED  PARTNERSHIP,  a Delaware  limited
partnership,  the  address of which is c/o The Mills  Corporation,  1300  Wilson
Boulevard,  Suite 400,  Arlington,  Virginia 22209  (hereinafter  referred to as
"Landlord") and TOYS  INTERNATIONAL,  a California  corporation,  the address of
which is 550 Rancheros Drive, San Marcos, California 92069 (hereinafter referred
to as "Tenant").


                                  R E C I T A L

   
         Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord, the Leased Premises, for the Term commencing on the Commencement Date,
subject to the terms, covenants, conditions and provisions of this Lease. If the
Commencement Date is not the first day of a month, Minimum Rent for the month in
which the Commencement Date occurs shall be prorated to the end of the month and
paid as the second  monthly  installment of Minimum Rent on the first day of the
next month and,  after the  expiration  of the number of years on the Term,  the
Term shall  expire on the last day of the same  month in which the  Commencement
Date of the Term  occurred,  it being the intention of the parties that the Term
expire on the last day of a month.  Neither  this Lease nor the  obligations  of
Tenant  hereunder shall be affected by a postponement  and Landlord shall not be
subject to any liability for failure to make  possession of the Leased  Premises
available  on the  Commencement  Date.  When  the  Commencement  Date  has  been
determined, Landlord and Tenant shall execute, acknowledge and deliver a written
statement in recordable form specifying the Commencement and Expiration Dates of
the Term and,  if there  shall  have been any  changes  in the floor area of the
Leased  Premises,  such  statement  shall  reflect such change or changes.  Said
statement  upon  execution  and  delivery  shall be  deemed to be a part of this
Lease.
    

                                   DATA SHEET

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

     (1) Section 1.1: Description of Leased Premises:

     Store number:  302,  consisting of approximately 5,642 square feet of floor
area as shown on Exhibits A and B attached hereto and made a part hereof.

     (2) Section 1.2: Term:

     Commencement Date:

    

     The earlier of (i) October 1, 1997,  (ii) the date following the expiration
of a seventy-five (75) day fixturing period  ("Fixturing  Period") following the
Delivery of  Possession  Date (as defined in Section 3.2), or (iii) the date the
Leased Premises is open for business to the public.     

     Original Term:  Approximately  five (5) years plus that  additional  period
necessary  to  extend  the  expiration  date  to the  January  31st  immediately
following the expiration of five years.

     Option Period: Five (5) years, provided Tenant's Gross Sales for the twelve
(12) month period ending two hundred ten (210) days prior to the Expiration Date
exceed $265.00 per square foot.

     (3) Section 2.1: Minimum Rent:


<PAGE>
     Original Term:

     From the  Commencement  Date and  continuing  through the expiration of the
Original Term, the sum of $112,840.00  annually  ($20.00 psf),  payable in equal
consecutive monthly installments of $9,403.33 each.

         Option Period:

     Beginning with the first (1st) year and  continuing  through the expiration
of the Option Period,  the sum of $141,050.00  annually ($25.00 psf), payable in
equal consecutive monthly installments of $11,754.17 each.

     (4) Section 2.2: Percentage Rent:

     Percentage Factor: 6%

     Sales Break Point for the Original Term:

     From the  Commencement  Date through the  expiration of the Original  Term:
$1,880,666.67.

     Sales Break Point for the Option Period:

     Beginning with the first (1st) year and  continuing  through the expiration
of the Option Period: $2,350,833.33.


     (5) Section 2.4: Security Deposit: $17,372.66

     (6) Section 4.1: Permitted Use:

     Tenant shall use the Leased Premises for the use set forth below and for no
other purpose:

     For the sale, at discount, of toys and toy related merchandise. In no event
shall  Tenant=s  primary use be (i) stuffing or making stuffed bears or (ii) the
sale of plush animals.

     Trade Name: Toy Co.

     (7) Section 13.2: Fund Contribution:  $3.00 psf of floor area in the Leased
Premises

     Grand Opening Fee (Initial Contribution): $8,000.00

     (8)  Guarantor:  Play Co. Toys and  Entertainment  Corporation,  a Delaware
corporation

     Address: 550 Rancheros Drive San Marcos, CA 92069

     (9) Grand Opening Date: N/A

     (10) Temporary Charges: $1.00 psf of floor area in the Leased Premises

     (11) Construction Chargebacks: NONE

                                    ARTICLE I

                                 GRANT AND TERM

         Section 1.1 Leased Premises. (a) Landlord, in consideration of the Rent
(as defined in Section  2.3) to be paid and the  covenants  to be  performed  by
Tenant,  does hereby  lease and demise to Tenant,  and Tenant  hereby  rents and
hires from Landlord for the Term herein set forth, the Leased Premises which are
described  as set  forth  in the  Data  Sheet  attached  hereto,  in the  retail
development  designated  as Ontario  Mills or by such other name as Landlord may
from time to time hereafter designate  (hereinafter "Retail  Development").  The
term "State" as used herein shall mean the State or  Commonwealth of California.
For all  purposes in this Lease,  a "Major  Tenant" is any occupant of more than

<PAGE>
20,000 square feet of floor area in the Retail  Development.  It is agreed that,
wherever the term  "Shopping  Center" is used  herein,  it shall mean the Retail
Development  excluding the areas occupied by Major Tenants,  except as otherwise
specifically  stated  herein.  Exhibit A sets  forth the  general  layout of the
Retail  Development.  Landlord  does not  warrant or  represent  that the Retail
Development or the Leased Premises will be constructed  exactly as shown thereon
or that it  will be  completed  by a  specific  date.  Notwithstanding  anything
contained in this Lease to the contrary,  Landlord shall have the right,  at any
time and from time to time,  without notice to or consent of Tenant, and without
in any  manner  diminishing  Tenant's  obligations  under  this  Lease,  to make
alterations  or additions  to, and build  additional  stories on the building in
which the Leased  Premises  are  located  and to build  adjoining  the same,  to
construct other buildings and improvements of any type in the Retail Development
or the common areas,  or any part thereof,  including the right to locate and/or
erect  thereon  permanent or  temporary  kiosks and  structures,  to enlarge the
Retail  Development,  and to make alterations  therein or additions thereto,  to
build  additional  stories  on any  building  or  buildings  within  the  Retail
Development,  and to build  adjoining  thereto,  to construct  decks or elevated
parking  facilities and free standing  buildings within the parking lot areas of
the Retail Development,  and to change the size, location,  elevation and nature
of any of the stores in the Retail  Development or the common areas, or any part
thereof. In the event Landlord elects to enlarge the Retail Development,  or any
part thereof,  any additional area may be included by Landlord in the definition
of the Retail  Development for purposes of this Lease.  Landlord shall also have
the general right from time to time to include within and/or to exclude from the
defined  Shopping  Center any existing or future areas and the floor area of the
Shopping Center shall be accordingly adjusted. The premises leased to Tenant are
herein referred to as the "Leased  Premises".  The  approximate  location of the
Leased  Premises is  cross-hatched  on the lease plan of the Retail  Development
attached  hereto  and made a part  hereof as Exhibit A. This Lease of the Leased
Premises is subject to all applicable building restrictions, planning and zoning
ordinances,  governmental rules and regulations, existing underlying leases, and
all  other  encumbrances,  covenants,  restrictions,  easements  and  agreements
affecting the Retail  Development and the terms and provisions of certain master
declaration,  reciprocal  easement  and  operating  agreements  now or hereafter
entered into by Landlord.

     Subject  to  the   provisions   of  Section  5.1,   Tenant  shall  enjoy  a
non-exclusive  easement,  right and  privilege  for  Tenant  and its  customers,
employees  and  invitees  and  the  customers,  employees  and  invitees  of any
assignee,  sublessee,  concessionaire  or licensee of Tenant,  to use the common
areas of the Shopping Center,  with Landlord and the other tenants and occupants
of floor  area  within  the  Shopping  Center  and their  respective  customers,
employees  and  invitees.  Furthermore,  Landlord  agrees  that  any  additions,
alterations  or  modifications  to the  Shopping  Center by  Landlord  shall not
adversely  affect access to, or visibility of the Leased Premises and, except as
otherwise  provided  for herein,  Tenant  shall  retain  substantially  the same
relative position with respect to Major Tenants of the Shopping Center as of the
Commencement Date.

         (b) After the Delivery of Possession  Date (as defined in Section 3.2),
Landlord  reserves the right to relocate  Tenant.  Landlord shall provide Tenant
with not less than  thirty  (30) days  written  notice of such  relocation  (the
"Relocation   Period")   during  which  Landlord  shall  offer  to  Tenant  such
alternative  location(s)  (with  approximately  the same  floor  area) as may be
available.  In the event the  parties  agree on a specific  location,  then this
Lease shall be amended by substituting the new location for the present location
and  the  square   footage,   Minimum  Rent  and  Sales  Break  Point  shall  be
proportionately  adjusted  based  upon  the  change  in the  size of the  Leased
Premises. Landlord shall, at Landlord's cost and expense, complete the leasehold
improvements  to the new  location  in  accordance  with  the  working  drawings
originally  approved by Landlord  with respect to Tenant's  Work in the original
Leased  Premises  and Tenant  shall  relocate to the new  location  and,  within
fifteen  (15) days  after  delivery  of the new  location  to  Tenant,  open for
business in the new  location  ("Relocation  Date").  In the event  Landlord and
Tenant  are  unable  to agree  on an  alternative  location,  this  Lease  shall
terminate at the end of the said thirty (30) day period ("Termination Date"). In
the event of such termination,  Landlord shall pay to Tenant, within thirty (30)

<PAGE>
days following the Termination Date, a sum equal to the then unamortized cost of
Tenant's  leasehold  improvements  which  have  been  paid for by  Tenant,  such
amortization  to be on a straight  line basis over the Original  Term,  provided
Tenant  shall  furnish to Landlord  such  backup  information  as  Landlord  may
reasonably  require.  Tenant shall deliver  possession of the Leased Premises to
Landlord on or before the Termination Date and/or the Relocation Date in "as is"
condition  excepting the  provisions of Sections 3.5 and 17.1.  Tenant shall pay
all charges which are due and owing or which shall accrue up to such Termination
Date or Relocation  Date (which charges shall be paid to Landlord  within thirty
(30) days of such  Termination  Date or  Relocation  Date) and  Tenant  shall be
released from any and all further  obligations  pursuant to this Lease  accruing
after such  Termination  Date or  Relocation  Date with  respect to the  vacated
Leased Premises, except as otherwise provided in Articles V and VII; however, in
the event of relocation, Tenant shall remain liable for all obligations accruing
under this Lease after the Relocation Date.

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

         Section  1.2  Term.  The  Term  of this  Lease  shall  be for a  period
commencing on the  Commencement  Date,  and expiring at 11:59 p.m. local time on
the final day of the month in which the Original Term or the Option  Period,  if
exercised,  expires  or other  specified  date as set  forth in the Data  Sheet,
unless  sooner   terminated  in  accordance  with  the  provisions  hereof  (the
"Expiration  Date").  Unless  otherwise  specified in this Lease, the use of the
word "Term"  shall be deemed to include  both the  Original  Term and the Option
Period,  if  exercised.  The term  "full  year" and "year" as used in this Lease
shall  mean  consecutive  periods  of twelve  (12)  months  each  following  the
Commencement  Date. For all purposes of this Lease,  the term "Lease Year" shall
have the  following  meaning:  the first Lease Year shall be a period  beginning
with the Commencement Date and ending on the 31st day of December next following
the Commencement Date, and after the first Lease Year, the term Lease Year shall
mean a fiscal period of twelve (12)  consecutive  calendar months  commencing on
January 1 of each calendar year, except that the last Lease Year shall terminate
on the  Expiration  Date or  sooner  termination  of  this  Lease.  Lease  Years
containing  365 days or more shall be referred to as "full Lease  Years." If the
Leased  Premises  are not  delivered  to Tenant on or before the  expiration  of
thirty-six (36) months after the date of Landlord's execution of this Lease then
either  party may  cancel  and  terminate  this Lease upon sixty (60) days prior
written notice to the other, in which event neither party shall have any further
obligation or liability to the other;  provided,  however,  that if Landlord has
commenced  construction  of  the  Shopping  Center,  then  Tenant  shall  not be
permitted to terminate in the foregoing manner.  Following the Commencement Date
of this Lease,  Landlord may submit to Tenant a Commencement and Expiration Date

<PAGE>
Declaration in the form attached hereto as Exhibit F, specifying the information
called for in said form, and Tenant shall execute such Declaration within thirty
(30) days  following  submission  for purposes of certifying  such  information;
provided,  however,  that the Declaration  shall not be rendered  ineffective by
Tenant's failure to execute same.

     Provided Tenant is not in default  hereof,  Tenant shall have the option to
extend the Term hereof (the "Option") for one (1) additional  period of five (5)
years (the  "Option  Period").  The Option  shall be  exercised,  if at all,  by
written  notice to Landlord  ("Notice")  at least one hundred  eighty (180) days
prior to the  expiration of the Original  Term. All terms and conditions of this
Lease shall apply  during the Option  Period  except the Minimum  Rent and Sales
Break Points shall be as scheduled in Sections 2.1 and 2.2 hereof.  In the event
that Tenant does not exercise the Option by the required date,  then such Option
shall become null and void and be of no further force or effect.


         If Tenant's  Gross Sales during the twelve (12) month period ending two
hundred  ten (210) days prior to the  Expiration  Date do not exceed Two Hundred
Sixty-Five and 00/100ths  Dollars ($265.00) per square foot of floor area in the
Leased Premises,  then any Notice by Tenant of the Option shall be null and void
and  Tenant's  Notice  shall have no force or effect.  Tenant  shall  furnish to
Landlord,  concurrently with its Notice, a statement  certified by an authorized
representative  or  financial  officer  of Tenant  setting  forth the  amount of
Tenant's Gross Sales for the said twelve (12) month period.

   
         Section  1.3  Opening.  Tenant  covenants  and agrees to  complete  its
construction  within the Leased  Premises in accordance  with the  provisions of
this Lease,  to satisfy  the  requirements  for  issuance  of a  certificate  of
acceptance  pursuant to Exhibit D attached hereto and made a part hereof, and to
open its store for business to the public not later than the Commencement Date.
    

         Section 1.4 Late Opening. Except for Delays as described in Article XVI
and  provided  that Tenant has been given the  seventy-five  (75) day  Fixturing
Period,  in the event  Tenant  shall fail to open its store for  business to the
public upon the Commencement Date, then in order to compensate  Landlord for its
loss,  Tenant  shall pay to Landlord as  additional  rent (as defined in Section
2.3) over and above the Minimum Rent and all other  charges to be paid by Tenant
to Landlord  pursuant to this Lease, a sum in an amount equal to One Hundred and
00/100ths Dollars ($100.00) per day for the Commencement Date and each day after
the  Commencement  Date  that  Tenant  shall  have  failed to open its store for
business.  This  remedy  shall  be in  addition  to any and all  other  remedies
provided for in this Lease in the event of such failure to open. Such additional
late  opening  rent  shall be deemed to be in lieu of any  Percentage  Rent that
might have been earned during the period of Tenant's failure to open.

                                   ARTICLE II

                                RENT AND DEPOSIT

     Section 2.1.  Minimum  Rent.  During the entire Term of this Lease,  Tenant
shall pay annual minimum rental  ("Minimum  Rent") for the Leased  Premises from
the  Commencement  Date of this  Lease in the amount set forth in the Data Sheet
attached  hereto,  which sum  shall be  payable  by Tenant in equal  consecutive
monthly  installments in the sum set forth in the Data Sheet attached hereto, on
or before the first day of each month, in advance.  The Minimum Rent and each of
the monthly  installments  called for  hereunder  shall be payable to  Landlord,
without demand,  deduction,  set-off or counter-claim.  The first installment of
Minimum Rent shall be paid by Tenant within ten (10) days of Tenant's receipt of
Landlord's  notice of the Delivery of Possession Date. If the Commencement  Date
occurs on other than the first day of a month, the second installment of Minimum
Rent shall be prorated at a daily rate on the basis of a thirty (30) day month.


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

   
         (b) Tenant shall keep at the Leased  Premises or at Tenant's  executive
offices  within the  continental  United States a full and accurate set of books
and records adequately showing the amount of Gross Sales in each Lease Year. The
books and records to be kept by Tenant shall include,  without  limitation,  (i)
cash register  tapes,  including tapes from temporary  registers;  (ii) serially
pre-numbered  sales slips;  (iii) detailed original records of any exclusions or
deductions from Gross Sales; (iv) sales tax records; and (v) such other records,
if any, which would normally be examined by an independent  accountant  pursuant
to accepted  auditing  standards in performing an audit of Tenant's sales.  Such
books and records shall be kept in accordance with generally accepted accounting
principles  and  practices  and shall be  retained by Tenant for a period of not
less than two (2) years  following  the end of the Lease Year to which they have
reference.  When and as  Landlord  may  reasonably  require,  Tenant  shall also
furnish to Landlord any and all statements, information, and copies of sales and
income tax reports and returns  which  separately  show  financial  data for the
Leased  Premises,  and inventory  records and other data evidencing Gross Sales.
Within  fifteen (15) days  following the end of each calendar  month of the Term
hereof Tenant shall submit to Landlord an unaudited statement of Gross Sales for
such  calendar  month.  All Gross Sales  statements  to be supplied by Tenant to

<PAGE>
Landlord  shall be in such form and with  such  detail as  Landlord  shall  deem
necessary or desirable.  Within ten (10) days  following the end of the month in
which  Tenant's  Gross  Sales for the Lease Year to date  exceed the Sales Break
Point, and each month thereafter,  Tenant shall pay to Landlord  Percentage Rent
and shall submit to Landlord a statement  certified by Tenant  setting forth the
Gross Sales for each such period. Within forty-five (45) days after the close of
each Lease Year,  Tenant shall  furnish to Landlord a statement  certified by an
authorized  representative  or  financial  officer of Tenant  setting  forth the
amount  of Gross  Sales  during  such  Lease  Year and  showing  the  amount  of
Percentage  Rent  required  to be paid by Tenant for such Lease  Year.  The full
amount of the Percentage  Rent due shall be paid to Landlord no later than sixty
(60) days after the end of each Lease Year and any excess  Percentage  Rent paid
shall be credited against Tenant's next due Percentage Rent payment,  except for
the final  Lease  Year of the Term for which any  excess  shall be  refunded  to
Tenant.  Landlord  and/or  Landlord's  auditor shall have the right, at any time
after ten (10)  business  days  notice,  to inspect  and/or audit the records of
Tenant relating to Gross Sales. If the Gross Sales exceed those reported, Tenant
shall  immediately pay any deficiency in Percentage  Rent owing to Landlord.  If
Gross Sales vary from those reported by three percent (3%) or more, Tenant shall
pay  Landlord's  cost of  inspection  and audit.  If Gross Sales vary from those
reported by (i) five  percent  (5%) or more in any one (1) Lease  Year,  or (ii)
three percent (3%) or more for any two (2) Lease Years out of any five (5) Lease
Years, then Landlord shall have the right, at its sole option, to terminate this
Lease,  with Tenant remaining liable for sums due and owing under this Lease for
the balance of the Term.  Tenant  agrees that in the event  Tenant shall fail to
timely submit a Gross Sales statement as required by this Section 2.2(b), Tenant
shall pay on demand a late fee of Fifty and 00/100ths  Dollars ($50.00) per late
statement, as additional rent.
    

         (c) In the event that Tenant  shall fail to operate its business in the
Leased Premises in the manner and on each day as required pursuant to Article IV
hereof,  then, for the purpose of computing the  Percentage  Rent for such Lease
Year  affected  by Tenant's  failure to operate,  the Sales Break Point for such
Lease Year shall be adjusted  by  multiplying  the Sales  Break Point  otherwise
applicable  for such Lease Year by a fraction,  the  numerator of which shall be
the actual  number of days in such short Lease Year or the actual number of days
in such Lease Year during which  Tenant was open for  business and  operating in
accordance with Article IV, and the denominator of which shall be "360".

         In the event  that the first  Lease Year is less than six (6) months in
length, then the Percentage Rent covering such Lease Year shall be paid on Gross
Sales in excess of the Sales Break  Point  computed on a pro rated basis for the
period  beginning  on the  Commencement  Date  of the  Term  and  ending  on the
succeeding December 31st.

   
         (d) The parties hereto  understand and agree that the Percentage Factor
specified in subparagraph (a) above for the purpose of computing Percentage Rent
has been determined based on Tenant's  representation that it will sell at least
fifty percent (50%) of merchandise  from the Leased Premises at discount prices,
namely  prices  that are at least  twenty  percent  (20%)  less than the  prices
charged by the majority of other retailers in the metropolitan area in which the
Shopping  Center  is  located  who  sell  the  same  or  substantially   similar
merchandise at full retail markup.  Tenant hereby  acknowledges  that Tenant has
represented to Landlord that it will operate its business in the Leased Premises
as one of the following:  (i) a factory direct outlet; or (ii) a discounter;  or
(iii) an off-price operation, selling all its merchandise at discount prices (as
herein  defined),  and that such  representation  was a material  inducement for
Landlord  to enter  into this  Lease  with  Tenant on the  rental  terms  herein
contained,  which rental provisions are predicated on the typically lower profit
margins of such businesses,  as compared to those selling at full retail markup.
Accordingly,  in the event  Tenant  fails to sell its  merchandise  at  discount
prices on a continuous basis,  Landlord shall have the right, upon ten (10) days
written  notice to Tenant,  to increase  the Minimum  Rent set forth in the Data
Sheet and as may have been increased pursuant to other provisions of this Lease,
by Two and 00/100ths  Dollars ($2.00) per square foot of the gross leasable area

<PAGE>
of the Leased Premises.  Within forty-five (45) days after the end of each Lease
Year  (together  with the annual Gross Sales  statement)  Tenant  shall  provide
reasonable information that Tenant has sold substantially all its merchandise at
discount prices on a continuous basis.  Landlord may, at its option, at any time
and from time to time,  obtain an  independent  study and  review of the  prices
charged by Tenant and the prices  charged by the  majority of  retailers  in the
metropolitan  area in which the Shopping  Center is located who sell the same or
substantially  similar  merchandise as that sold in the Leased Premises  (herein
"Study").  If a Study  reveals  that  Tenant  is  failing  or failed to sell its
merchandise  at  discount  prices  on  a  continuous  basis,  Tenant  shall  pay
Landlord's cost and expense incurred for such Study.
    

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

         Section 2.4. Security  Deposit.  The amount set forth in the Data Sheet
as a security  deposit is payable by Tenant to Landlord upon Tenant's  execution
of this  Lease,  which sum shall be held by  Landlord  as  security  against any
default by Tenant in the performance of the covenants, conditions and agreements
of this Lease.  The security  deposit may, at Landlord's  option,  be applied by
Landlord  against any default in any of the terms,  provisions  or conditions of
this Lease.  Landlord shall not be obligated to keep such security  deposit in a
separate  fund but may  commingle  the  security  deposit  with  its own  funds.
Landlord  shall deliver the security  deposit to Landlord=s  lender or any other
mortgage-in-possession   in  the  event  of  a   foreclosure   or  work-out.   A
mortgagee-in-possession of the Leased Premises, or any interest therein, through
public or private foreclosure or the acceptance of a deed in lieu thereof, shall
have no  liability  to Tenant for return of all or any  portion of the  security
deposit,  unless,  and  then  only  to  the  extent  that,  such  mortgagee  has
acknowledged  receipt of all or any portion of Tenant's security deposit. In the
event  Landlord  applies  the  security  deposit  in whole or in part  against a
default by Tenant,  Tenant shall,  upon demand by Landlord,  deposit  sufficient
funds to maintain the  security  deposit in the initial  amount.  The failure of
Tenant to maintain  the security  deposit in the initial  amount as stated shall
constitute  a failure to pay Rent and shall carry with it the  consequences  set
forth under  Article XIV hereof.  Upon the  expiration  of the Term hereof,  the
security deposit, if not applied toward the payment of Rent in arrears or toward
the payment of damages suffered by Landlord by reason of Tenant's breach of this
Lease, is to be returned to Tenant without interest,  except as provided by law,
but in no event is such security deposit to be returned until Tenant has vacated
the  Leased  Premises,  delivered  possession  thereof  to  Landlord,  and fully
satisfied Tenant's obligations under this Lease.  Notwithstanding the acceptance
by  Landlord  of  Tenant's  security  deposit,  this  Lease  shall not be deemed
effective until the Effective Date (as defined in Section 20.20).


<PAGE>
   

         Section  2.5.  Late  Charge.  In the  event  any Rent or sums  required
hereunder to be paid are not received on or before the tenth (10th) calendar day
after the same are due,  then,  for each and every late  payment,  Tenant  shall
immediately  pay, as additional  rent, a late charge equal to the greater of (a)
Fifty and 00/100ths Dollars ($50.00), (b) Ten and 00/100ths Dollars ($10.00) per
day for each day after the date due that such  payment has not been  received by
Landlord or (c) four percent (4%) per month of the total  receivable  balance of
Tenant  outstanding.  In the event of Tenant's failure to pay the foregoing late
charge,  Landlord may deduct said charge from the Security  Deposit set forth in
Section  2.4  hereof.  The  provisions  herein  for late  charges  shall  not be
construed  to extend  the date for  payment of any sums  required  to be paid by
Tenant  hereunder or to relieve Tenant of its obligation to pay all such sums at
the time or times herein stipulated. Notwithstanding the imposition of such late
charges  pursuant to this  Section 2.5,  Tenant  shall be in default  under this
Lease if any or all  payments  required  to be made by Tenant are not made on or
before the time due and as  stipulated  in Article  XIV,  and neither the demand
for, nor  collection  by,  Landlord of such late charges shall be construed as a
cure of such  default  on the part of  Tenant.  It is agreed  that the said late
charge is a fair and reasonable  charge under the circumstances and shall not be
construed  as  interest  on a debt  payment.  In the  event any  charge  imposed
hereunder  or under any other  section of this  Lease is either  stated to be or
construed as interest,  then no such  interest  charge shall be  calculated at a
rate which is higher than the maximum rate which is allowed under the usury laws
of the State,  which maximum rate of interest shall be substituted  for the rate
in excess thereof, if any, computed pursuant to this Lease.
    

                                   ARTICLE III

                         PREPARATION OF LEASED PREMISES

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

         Section  3.2.  Delivery of  Possession.  (a)  Landlord,  or  Landlord's
supervising  architect,  shall give Tenant at least ten (10) days' prior written
notice of the date on which Landlord's Work will be  substantially  completed in
accordance  with Exhibit C and the Leased  Premises  will be  available  for the
performance  of  Tenant's  Work (as  defined in Section  3.3) to the extent that
Tenant  shall  be able  to  perform  its  work in the  Leased  Premises  without
substantial   interference   resulting  from  the  conduct  of  Landlord's  Work
("Delivery  of  Possession  Date")  provided,  however,  that in the  event  the
Shopping  Center  shall  have  initially   opened  for  business  prior  to  the
Commencement  Date of this Lease,  then the foregoing notice  requirement  shall
automatically  be deemed to be  reduced  to a five (5) day  notice  requirement.
Tenant  covenants and agrees to take physical  possession of the Leased Premises
on  the  Delivery  of  Possession   Date  provided  that   Landlord's   Work  is
"substantially  complete." The Delivery of Possession Date shall be subsequently
confirmed by Landlord, or Landlord's supervising architect, by written notice to
Tenant.  Failure of Landlord to deliver possession of the Leased Premises within
the time and in the  condition  provided for in this Lease will not give rise to
any claim for damages by Tenant against  Landlord or permit Tenant to rescind or
terminate this Lease.


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

         Section  3.3.   Tenant's  Work.   (a)  Tenant  agrees,   prior  to  the
commencement  of the Term of this Lease,  at Tenant's sole cost and expense,  to
diligently  perform  all work of whatever  nature in  accordance  with  Tenant's
obligations set forth in Exhibit D ("Tenant's  Work") and all other related work
necessary  to prepare  for the  opening to the public of  Tenant's  store in the
Leased Premises in accordance  with the provisions of this Lease.  Tenant agrees
to furnish to  Landlord  the Store  Design  Drawings  and Working  Drawings  and
Specifications  with respect to the Leased  Premises  prepared in the manner and
within the time periods  required in Exhibit D. If such Store Design Drawings or
Working  Drawings  and  Specifications  are not  furnished by Tenant to Landlord
within the required time period(s) in form to permit approval by Landlord,  then
the  Fixturing  Period (as  described in the Data Sheet) shall be reduced by one
(1) day for each day of delay by Tenant in submitting said Store Design Drawings
or Working  Drawings and  Specifications.  Landlord  shall  exercise  reasonable
efforts to  respond  to such Store  Design  Drawings  or  Working  Drawings  and
Specifications  submitted  by Tenant  pursuant  to this Lease  within  seven (7)
business  days  following  Landlord's  receipt  from  Tenant.  In the  event  of
Landlord's  failure to respond  within such seven (7) business  day period,  the
Fixturing Period as described in the Data Sheet shall be extended by one (1) day
for each day of additional delay by Landlord.

No material  deviations from the final Store Design Drawings or Working Drawings
and  Specifications,  once  approved  by  Landlord,  shall be  permitted  unless
necessary  to  comply  with  applicable  governmental  requirements.  Landlord's
approval  of  Tenant's   Store   Design   Drawings   and  Working   Drawing  and
Specifications shall not constitute the assumption of such items.  Tenant's Work
shall include the installation of fixtures and equipment and the stocking of the
Leased  Premises  with  suitable  merchandise.  Tenant  covenants  that all such
fixtures  and  equipment  visible  to  customers  shall  be  new  and  otherwise
acceptable  to  Landlord  in  appearance.  In  addition  to  conforming  to  the
requirements  specified in Exhibit D, all work  performed by Tenant shall comply
with such rules and  regulations as Landlord and its  representatives  may make,
provided that such rules and regulations are uniformly  applied to all similarly
situated Shopping Center tenants under  construction.  Unless Landlord otherwise
directs in writing, Tenant shall not open the Leased Premises for business until
all construction has been completed  pursuant to the provisions of Exhibit D. It
is further understood and agreed that: (i) Landlord shall have no responsibility
or liability whatsoever for any loss of, or damage to, any fixtures,  equipment,
merchandise,  or other  property  belonging to Tenant,  installed or left in the
Leased  Premises  except  to  the  extent   resulting  from  the  negligence  or
intentional acts of Landlord,  its agents or employees;  and (ii) Tenant's entry
upon and occupancy of the Leased Premises prior to the  Commencement  Date shall
be governed by and subject to all the  provisions,  covenants and  conditions of
this Lease.  Tenant  shall  obtain at its sole cost and  immediately  thereafter
furnish to Landlord all certificates and approvals with respect to work done and
installations  made  by  Tenant  that  may be  required  for the  issuance  of a
certificate of occupancy for the Leased  Premises,  so that such  certificate of
occupancy shall be issued and the Leased Premises shall be ready for the opening
of  Tenant's  business  on the  Commencement  Date.  Upon  the  issuance  of the
certificate  of  occupancy,  a copy thereof  shall be  immediately  delivered to
Landlord.  Promptly upon the completion of its work,  Tenant,  at Tenant's cost,
shall repair,  clean and restore all portions of the Shopping Center affected by
Tenant's Work to their prior condition.


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

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

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


<PAGE>
         Tenant  may from time to time make  non-structural  alterations  to the
Leased Premises without  Landlord's prior written approval,  the aggregate total
cost of which shall not exceed Ten Thousand and 00/100ths  Dollars  ($10,000.00)
in any Lease Year;  provided,  however,  that Tenant  shall not be  permitted to
alter the sign or the storefront  without the prior written consent of Landlord,
and provided further that any such  non-structural  alterations shall not change
the  overall  appearance  of the  Leased  Premises  as  originally  approved  by
Landlord.

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

                                   ARTICLE IV

                               CONDUCT OF BUSINESS

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

         Section 4.2.  Operation of Business.  Tenant shall open for business in
the Leased  Premises  and remain open  during the entire  Term and  continuously
operate its business in the entire area of the Leased Premises during the entire
Term.  Tenant  shall  conduct  its  business  at all  times in a high  class and
reputable  manner,  maintaining  at all times a full  staff of  employees  and a
complete stock of merchandise.  Tenant shall install and maintain at all times a
display of  merchandise in the display  windows (if any) of the Leased  Premises
and shall  keep the  Leased  Premises  well  lighted  during  all hours that the
Shopping  Center is open to the  public and  during  such other  hours as may be
reasonably  designated  by Landlord but in no event more than one (1) hour after
the close of  business.  In no event  shall  Tenant  conduct  or  advertise  any
auction,  fire sale,  going out of business sale, or bankruptcy sale in or about
the Leased Premises  without  Landlord's prior written consent in each instance,
which  consent may be withheld by Landlord in its sole and absolute  discretion.
Tenant shall conduct its business in the Leased  Premises in a lawful manner and
in good faith during all days and hours specified by Landlord from time to time.
Tenant shall not use or allow the Leased  Premises to be used for any  improper,
immoral or objectionable  purposes, as determined by Landlord,  and Tenant shall
not do any act  tending  to injure  the  reputation  of the  Shopping  Center as
determined by Landlord.
<PAGE>
         Section  4.3.  Sign.  Tenant  shall  install and  maintain one (1) sign
affixed  to the front of the  Leased  Premises,  subject  to the  prior  written
approval of Landlord as to design and location and  conforming to all applicable
legal  and   insurance   requirements.   Tenant's  sign  shall  conform  to  the
specifications and requirements  contained in Exhibit E attached hereto.  Tenant
shall  keep its  approved  storefront  sign  lighted  during  all hours that the
Shopping  Center is open to the  public and  during  such other  hours as may be
reasonably  designated  by Landlord but in no event more than one (1) hour after
the close of business.  Tenant shall pay for all costs in  connection  with such
sign and shall be responsible  for the cost of proper  installation  and removal
thereof  and any damage  caused to the  Leased  Premises  thereby.  In the event
Landlord  deems it necessary to remove such sign,  then Landlord  shall have the
right to do so,  provided,  however,  that if the sign has  received  Landlord's
prior  written   approval  and  is  consistent  with  the   specifications   and
requirements  of  Exhibit  E,  Landlord  shall  replace  said  sign  as  soon as
practicable.  Except as mentioned  above,  Tenant shall not place or cause to be
placed, erected or maintained on any exterior door, wall or window of the Leased
Premises,  or the glass of any window or door of the Leased Premises,  or on any
sidewalk or within any display  window space in the Leased  Premises,  or within
five (5) feet of the front of the  storefront  lease line or opening,  or within
any entrance to the Leased Premises or otherwise visible from the enclosed mall,
any sign (flashing, moving, hanging, handwritten or otherwise),  decal, placard,
flashing, moving or hanging lights, lettering or any other advertising matter of
any kind or description.  No symbol,  design,  name, mark or insignia adopted by
Landlord  for the Retail  Development  shall be used  without the prior  written
approval of  Landlord.  Any  interior  signs must be in good taste and  prepared
professionally  (not  hand-lettered) so as not to detract from the appearance of
the Leased Premises or the Shopping Center. Any sign or display visible from the
exterior of the Leased  Premises  which does not meet the above  criteria may be
removed  at any  time by  Landlord  without  Landlord  incurring  any  liability
therefor,  and  without  such  removal  constituting  a breach of this  Lease or
entitling Tenant to claim damages on account thereof.

         Section  4.4.  Tenant's   Warranties.   Tenant  warrants,   represents,
covenants and agrees that,  in the  operation of its business  within the Leased
Premises,   Tenant  shall:  (a)  pay  before  delinquency  any  and  all  taxes,
assessments  and  public  charges  levied,  assessed  or imposed  upon  Tenant's
business,  or upon  Tenant's  fixtures,  furnishings  or equipment in the Leased
Premises, or upon any leasehold interest or personal property of any kind, owned
by or placed in or about the Leased Premises by Tenant or by anyone claiming by,
through or under Tenant, including,  without limitation, any transfer taxes, and
pay when and as due all  license  fees,  permit  fees and  charges  of a similar
nature required for the conduct by Tenant or any subtenant or  concessionaire of
any business or undertaking  authorized hereunder to be conducted in or from the
Leased Premises; (b) observe all reasonable requirements promulgated by Landlord
at any time and from time to time relating to delivery vehicles, the delivery of
merchandise,  and the storage and removal of trash and garbage;  (c) not use any
space outside the Leased  Premises for sale,  storage or any other  undertaking;
(d) not use the plumbing facilities in the Leased Premises for any purpose other
than that for which they were constructed, nor dispose of any foreign substances
therein;  (e) not use any advertising medium or sound devices inside or adjacent
to the Leased Premises which produce or transmit sounds which are audible beyond
the interior of the Leased Premises; (f) not permit any odor to emanate from the
Leased Premises which is objected to by Landlord or by any tenant or occupant of
the Retail  Development  (and,  upon written notice from Landlord,  Tenant shall
immediately  cease and desist from causing such odor,  and Landlord may deem the
failure  by Tenant to do so, a  material  breach  of this  Lease);  (g) keep the
Leased Premises and any platform, loading dock or service area used by Tenant in
a neat, clean, safe and sanitary condition; (h) promptly comply with all present
and future laws, ordinances,  orders, rules, regulations and requirements of all
governmental  authorities having  jurisdiction,  and observe and comply with all
covenants and restrictions of record and all notices from Landlord's  mortgagee,
affecting or applicable to the Retail  Development or affecting or applicable to
the Leased Premises or the cleanliness,  safety,  occupancy and use of the same,
whether  or not any such law,  ordinance,  order,  rule,  regulation,  covenant,

<PAGE>
restriction,  or other requirement is substantial, or foreseen or unforeseen, or
ordinary  or  extraordinary,   or  shall  necessitate   structural   changes  or
improvements,  shall interfere with the use or enjoyment of the Leased Premises,
or shall be directed to or imposed  upon Tenant or  Landlord,  and Tenant  shall
hold Landlord  harmless from any and all cost or expense on account  thereof (as
used in this Lease, the term "legal requirements" shall include the requirements
set forth in this  subparagraph);  (i) not use the parking  areas or  sidewalks,
common areas or any space on or about the Retail Development (outside the Leased
Premises) for display,  sale,  handbilling,  advertising,  solicitation,  or any
other similar undertaking; (j) maintain and operate the heating, ventilating and
air  conditioning  system and equipment  servicing the Leased  Premises so as to
adequately  heat and cool the same and to maintain at all times,  whether or not
Tenant is open for business,  temperatures in the Leased Premises which will not
drain heat or  ventilation or air  conditioning  from the enclosed mall or other
interior  areas  into  the  Leased   Premises  and  shall  not  discharge  heat,
ventilation or air conditioning  from the Leased Premises into the enclosed mall
or other interior areas; and (k) be authorized to do business in the State.

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

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

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

   
         Section  4.8.  Radius.  During the Term,  in the event  Tenant,  or any
person, firm or corporation who or which controls or is controlled by Tenant (an
"Affiliate") shall directly or indirectly,  either  individually or as a partner
or stockholder or otherwise,  own, operate, or become financially  interested in
any business  similar to or in competition with the business of Tenant described
in Article IV ("competing  business"),  which  business is conducted  within the
Area (as said term is  herein  defined),  then the Gross  Sales (as said term is
defined in this Lease) of any such competing  business within said Area shall be
included  in  Tenant's  Gross  Sales  made  from  the  Leased  Premises  and the
Percentage Rent hereunder shall be computed upon the aggregate of Tenant's Gross
Sales made from the Leased  Premises and made from each such competing  business
then conducted  within said Area.  Tenant shall be obligated to provide Landlord
with full and complete Gross Sales  information  and reports with respect to any
competing  business  within  the Area in  accordance  with the  requirements  of
Article II of this Lease and Tenant shall be obligated to include the applicable
portion of the Gross Sales of such  competing  business  with the Gross Sales of
the Leased  Premises and to pay Percentage  Rent thereon in accordance  with the
terms of this Lease.  The "Area" shall be defined as the area  falling  within a
radius of fifteen (15) miles,  with  reference to outlet  stores only,  measured
from the outside boundary of the Retail Development.  This Section 4.8 shall not
apply to any competing  business  which is open and is being  operated by Tenant
within said Area on the Effective Date.


    
<PAGE>
                                    ARTICLE V

                                   COMMON AREA

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

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

         Section 5.2. Common Area Maintenance Expenses. (a) Tenant agrees to pay
to  Landlord  each Lease  Year,  in the manner  hereinafter  provided,  Tenant's
proportionate  share of all costs and expenses  (the  "Common  Area  Maintenance
Expenses")  of every kind and nature paid or incurred by Landlord,  or for which
Landlord  is  obligated,  during  each Lease  Year,  for  operating,  equipping,
policing and protecting,  heating,  air conditioning,  providing  sanitation and
sewer  and  other  services,  lighting,  insuring,   repairing,   replacing  and
maintaining  (i) the common  areas,  and (ii) all buildings and roofs within the
Retail Development,  and (iii) all other areas, facilities and buildings used in
connection with the maintenance  and/or operation of, and whether located within
or outside of, the Retail Development,  including without limitation,  all roads
and driveways serving the Retail Development which are maintained or repaired by
Landlord or at Landlord's  expense.  The Common Area Maintenance  Expenses shall
include,  but are not limited to,  costs and expenses of:  water,  gas,  sewage,
electricity,  refuse  disposal,  air  conditioning,  heating and other utilities

<PAGE>
(without  limitation),   including  all  usage,  service,  hook-up,  connection,
availability  and/or standby fees or charges pertaining to same, and the utility
costs;  illumination  and  maintenance of signs,  whether  located on or off the
Retail Development property; salaries of all management personnel;  maintenance,
repair and  replacement  of  directories,  electronic  or  otherwise,  cleaning,
lighting,  snow removal and  landscaping;  security control and fire protection;
uniforms for maintenance,  administrative  and security personnel for the Retail
Development;  management  fees;  maintenance for wooded areas,  retention ponds,
wetlands,  rivers and  riverbank  areas;  premiums  for  insurance to the extent
maintained by Landlord, for liability,  casualty and property damage, including,
without limitation,  insurance against vandalism, plate glass breakage, fire and
extended  coverage  insurance and such other coverage as determined by Landlord,
and liability for defamation  and claims of false arrest  occurring in and about
such areas; personal property taxes; maintaining and replacing the equipment, if
any,  supplying  music to such areas;  the reasonable  depreciation of equipment
used in the operation and  maintenance  of such areas;  total  compensation  and
benefits (including premiums for workers' compensation and other insurance) paid
to   or   on   behalf   of   persons    involved   in   the    performance    or
administration/technical  support of the work  specified  in this  Section  5.2;
repair,  maintenance and cleaning of such areas; operation,  repair, maintenance
and reasonable  depreciation of all temporary and permanent  utility systems for
the Retail Development,  including, without limitation, heating, ventilating and
air  conditioning  systems (HVAC systems),  gas system(s),  plumbing  system(s),
electrical  equipment and irrigational  pumping  system(s);  operation,  repair,
maintenance  and reasonable  depreciation  of emergency water and sprinkler main
system(s)  and  security  alarm  system(s);  operation  maintenance,  repair and
replacement  of  mechanical  equipment  including  any  automatic  door openers,
elevators,  escalators, lighting fixtures (including replacement of poles, tubes
and bulbs) and all other items of equipment used in connection  with such areas;
paper supplies in restrooms located in or about such areas, cleaning,  lighting,
striping and landscaping,  curbs,  gutters,  sidewalks,  drainage and irrigation
ditches,  conduits,  pipes and canals serving the Retail Development;  and there
shall  also be added to the  foregoing  costs and  expenses  an amount  equal to
fifteen  percent  (15%) of the total of all of the ongoing costs and expenses as
Landlord's  administrative fee. As stated throughout this Lease, whenever Tenant
is obligated to pay its  "proportionate  share" of a cost,  expense or Taxes (as
hereinafter  defined)  such share  shall be based on gross  leased and  occupied
floor area in the Shopping  Center,  and Tenant's  proportionate  share shall be
that fraction,  the numerator of which is the total square footage of floor area
in the Leased Premises, and the denominator of which is the total square footage
of gross leased and occupied floor area  (including the Leased  Premises) in the
Shopping  Center.  As used throughout this Lease, the "gross leased and occupied
floor  area" in effect for the whole of any Lease  Year shall be the  average of
the gross  leased  and  occupied  floor  area in effect on the first day of each
calendar month in such Lease Year.

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

         (b)  Tenant's  proportionate  share  of such  Common  Area  Maintenance
Expenses  for each  Lease  Year  shall  be paid in  advance,  in  equal  monthly
installments,  in  the  same  manner  and  at  the  same  time  as  the  monthly
installments of Minimum Rent are payable hereunder without deduction,  offset or
diminution  of any kind,  based on an amount  estimated  in advance from time to
time  by  Landlord  to  be  Tenant's   obligation   under  this   Section   5.2.
Notwithstanding the above, in the event Landlord at any time determines that the
amount of Common Area  Maintenance  Expenses  actually being paid or incurred by
Landlord exceeds the estimate upon which Tenant's  proportionate share of Common
Area Maintenance  Expenses was computed,  then Tenant,  following a request from
Landlord,  shall  commence to pay with the next monthly  installment  of Minimum
Rent  due  an  amount   sufficient  to  result  in  Tenant's   paying  its  full
proportionate share of Common Area Maintenance Expenses as computed on the basis
of Landlord's revised estimate of Common Area Maintenance  Expenses.  Subsequent

<PAGE>
to the end of each Lease Year, Landlord shall furnish Tenant with a statement of
the  actual  amount  of  Tenant's   proportionate  share  of  such  Common  Area
Maintenance  Expenses for such period  which  statement  shall be in  reasonable
detail,  provided,  however,  Landlord  shall be permitted to describe  areas of
expenditure  by category and shall not be obligated to enumerate  each  specific
expenditure.  If the total  amount paid by Tenant under this Section 5.2 for any
Lease Year shall be less than the actual  amount due from  Tenant for such Lease
Year as shown on such  statement,  Tenant  shall  pay  Landlord  the  difference
between the amount paid by Tenant and the actual amount due, such  deficiency to
be paid within thirty (30) days after the furnishing of each such statement, and
if the total  amount  paid by Tenant  hereunder  for any such  Lease  Year shall
exceed the actual amount due from Tenant for such Lease Year,  such excess shall
be credited  against the next installment due from Tenant to Landlord under this
Section 5.2.

                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

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

         Section  6.2.  Repairs and  Maintenance  by Tenant.  (a) Except for the
repairs and  maintenance  that  Landlord is  specifically  obligated  to make or
perform pursuant to Section 6.1 above, throughout the entire Term of this Lease,
Tenant,  at its expense,  shall promptly make all repairs and  replacements  and
perform maintenance in and to the Leased Premises and all equipment and fixtures
therein or appurtenant thereto, that are necessary or desirable in order to keep
the Leased  Premises in good order,  condition  and repair and in safe,  dry and
tenantable condition.  Without limiting the generality of the foregoing, Tenant,
at its expense,  shall maintain and promptly make any and all necessary  repairs
to or replacements  of: (i) that portion of any pipes,  lines,  ducts,  wires or
conduits  (whether  contained  within or outside the Leased  Premises) which are
installed  by Tenant or that  exclusively  serve the Leased  Premises;  (ii) the
glass windows,  plate glass doors, and all fixtures or appurtenances composed of
glass that are located in or about the Leased  Premises;  (iii) Tenant's  signs;
(iv) the floors and floor coverings,  doors and door frames,  windows and window
frames, walls, storefront including security gates, grilles or enclosures, locks
and  closing  devices,  partitions  and  ceilings  in the Leased  Premises;  (v)
heating,  ventilating,  air  conditioning,  electrical  and  plumbing  system(s)
equipment and fixtures (whether contained within or outside the Leased Premises)
which are installed by Tenant or which  exclusively  serve the Leased  Premises;
and (vi) the Leased  Premises or any part of the  Shopping  Center when  repairs
thereto are  necessitated  by any act or omission  (negligent  or  otherwise) of
Tenant or any of Tenant's  agents,  employees or invitees,  or by the failure of
Tenant to perform any of its obligations under this Lease.  Notwithstanding  the
foregoing,   Landlord   shall  be  responsible   for  repairs  and   maintenance
necessitated  by the negligence or intentional  acts of Landlord,  its agents or
employees. Notwithstanding any contrary provision of this Article VI, Tenant, at
its  expense,  shall make any and all  repairs to the Leased  Premises as may be
necessitated by any break-in,  forcible entry or other trespass into or upon the

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Leased Premises, regardless of whether or not such entry and damage is caused by
the  negligence  or fault of Tenant or occurs  during or after  business  hours.
Tenant, at its expense,  shall change all air conditioning filters at least five
(5) times per year and shall  have the air  conditioning  system  professionally
inspected and generally serviced at least twice per year.

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

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

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

                                   ARTICLE VII

                                      TAXES

         Section 7.1. Tax Liability.  Tenant agrees to pay to Landlord  Tenant's
proportionate share of all taxes and assessments and service payments in lieu of
taxes of every  nature and kind which may be levied or  assessed  by, or payable
to, any lawful  authority during or with respect to each fiscal tax year falling
in whole or in part during the Term of this Lease against any or all or any part
of the land,  buildings and improvements  comprising the Retail  Development and
any other taxes which  Landlord  becomes  obligated  to pay with  respect to the
Retail  Development,  whether or not the same are  assessed  as real or personal
property  or are  payable in advance or in arrears  (the  "Taxes").  If due to a
future change in the method of taxation,  any tax, excise or assessment shall be
levied or assessed  against  Landlord,  directly or  indirectly,  in lieu of, in
substitution  for or as a supplement to any present Taxes or future (real estate
or personal property) tax, in whole or in part, including any new tax, excise or
assessment  upon  rentals  payable  to  Landlord  by  occupants  of  the  Retail
Development  or upon  gross  receipts  or other  income of  Landlord  derived by
Landlord from or upon the interest in the Retail Development of Landlord (or any

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individuals or entities  comprising  Landlord),  such tax,  excise or assessment
shall  constitute  a tax  respecting  which  Tenant  is  obligated  to  pay  its
proportionate  share to Landlord as  provided  herein.  If any Taxes or assessed
valuation(s)  are contested by Landlord,  then Tenant's  proportionate  share of
Taxes shall also include Tenant's proportionate share of the cost and expense of
consultation  services  incurred  in  evaluating  and  contesting  such Taxes or
assessed valuation(s).

         The term  "Taxes"  shall also include any form of  assessment,  special
assessment,  license fee, license tax,  business  license fee,  business license
tax, commercial rental tax, levy, charge, tax or similar imposition,  imposed by
any authority having the direct power to tax,  including without  limitation any
city,  county,  State  or  Federal  government,  or  any  school,  agricultural,
lighting,  drainage or other improvement or special  assessment  district or any
other agency or other public body,  whether or not  consented to or joined in by
Landlord and whether or not retroactive,  payable by Landlord thereof as against
the land and improvements comprising,  or any legal or equitable interest of the
Landlord in, the Retail Development.

         Section 7.2. Method of Payment.  Tenant's  proportionate share of Taxes
shall be paid, in advance, in monthly installments on or before the first day of
each  calendar  month,  in the same  manner and at the same time as the  monthly
installments of Minimum Rent are payable hereunder without deduction,  offset or
diminution  of any kind,  based on an amount  estimated by  Landlord.  Following
receipt  of all bills for Taxes  attributable  to any  calendar  or fiscal  year
during the Term hereof,  Landlord shall furnish Tenant with a written  statement
of the actual amount of Tenant's  proportionate share of Taxes for such year. If
any bill for any such Taxes is not available,  Landlord will estimate the amount
of such tax. If the total  amount paid by Tenant  hereunder  for any calendar or
fiscal year  during the Term of this Lease shall be less than the actual  amount
due from Tenant for such year, as shown on such  statement,  Tenant shall pay to
Landlord the difference  between the amount paid by Tenant and the actual amount
due, such deficiency to be paid within thirty (30) days after demand therefor by
Landlord; and if the total amount paid by Tenant hereunder for any such calendar
or fiscal year shall  exceed  such actual  amount due from Tenant for such year,
such excess  shall be credited  against the next  installment  of Taxes due from
Tenant to Landlord  hereunder.  For the  calendar or fiscal  years in which this
Lease commences and terminates,  Tenant's liability for its proportionate  share
of any Taxes for such years shall be subject to a pro rata  adjustment  based on
the number of days of said  calendar or fiscal  years  during  which the Term of
this Lease is in effect. A copy of any such bill for Taxes shall at all times be
sufficient  evidence  of the  amount of Taxes  assessed  or levied  against  the
property to which such bill relates. Prior to or at the commencement of the Term
of this  Lease  and from time to time  thereafter  throughout  the term  hereof,
Landlord  shall  notify  Tenant in writing of  Landlord's  estimate  of Tenant's
monthly installments due hereunder.  Tenant's obligations under this Article VII
shall survive the Expiration Date or sooner termination of this Lease.

                                  ARTICLE VIII

                       INSURANCE, INDEMNITY AND LIABILITY

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


<PAGE>
         Section 8.2. Tenant's Insurance Obligations. (a) Provided Tenant is the
Tenant named on the Recital Page and a wholly-owned subsidiary of the Guarantor,
if any,  and  Tenant's  and  Guarantor's,  if any,  combined  net  worths are or
Tenant's  net  worth is at least  equal to Ten  Million  and  00/100ths  Dollars
($10,000,000.00),  Tenant  shall have the right to  self-insure  for any loss or
damage of the type covered by standard fire and extended coverage insurance with
respect to personal property located on or within the Leased Premises  including
alterations  and  improvements  made by  Tenant to the  extent  the same are not
covered by Landlord's fire and extended coverage insurance. Tenant and Guarantor
shall at their sole expenses, without regard to fault on the part of any person,
make and perform any repairs or restorations which are required as a result of a
casualty  which  would be covered by  insurance  of the type  described  in this
Section  8.2(a).  Tenant,  at Tenant's  sole cost and expense,  shall obtain and
maintain  in  effect  commencing  with  the  Delivery  of  Possession  Date  and
continuing  throughout the Term of this Lease,  insurance policies providing for
the following  coverage:  (i) all risk property  insurance  against fire, theft,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general use in the State,  insuring  Tenant's  merchandise,
trade  fixtures,  furnishings,  equipment and all items of personal  property of
Tenant and of anyone  claiming by,  through or under Tenant located on or in the
Leased  Premises,  and the  amount  of such  insurance  will be set  forth in an
"agreed value  endorsement" to the policy of such  insurance,  not less than one
hundred percent (100%) of the full replacement  value thereof without  deduction
for  depreciation,  and with a deductible amount of not more than Fifty Thousand
and 00/100ths Dollars ($50,000.00),  provided,  however, any and all proceeds of
such insurance, so long as this Lease shall remain in effect, shall be used only
to repair or replace or pay for the items so insured;  (ii) a commercial general
liability policy,  including insurance protecting against any and all claims for
injury to persons or  property  occurring  in or about the Leased  Premises  and
protecting  against  assumed  or  contractual  liability  under  this Lease with
respect to the Leased Premises and the operations of Tenant and any subtenant of
Tenant  in,  on or about the  Leased  Premises,  with  such  policy to be in the
minimum amount of Three Million and 00/100ths Dollars  ($3,000,000) single limit
coverage; (iii) products liability insurance for merchandise offered for sale or
lease from the Leased Premises,  including (if this Lease covers leased premises
in which food  and/or  beverages  are sold  and/or  consumed)  liquor  liability
coverage (if applicable to Tenant's business) and coverage for liability arising
out of the consumption of food and/or alcoholic  beverages on or obtained at the
Leased Premises, of not less than Two Million and 00/100ths Dollars ($2,000,000)
per occurrence for personal injury and death and property damage;  (iv) workers'
compensation  coverage  as  required by law;  (v) with  respect to  alterations,
improvements and the like required or permitted to be made by Tenant  hereunder,
contingent  liability and builders  risk  insurance in amounts  satisfactory  to
Landlord; and (vi) the insurance required under Exhibit D.

         (b) All insurance  policies herein to be procured by Tenant shall:  (i)
be issued  by  insurance  companies  reasonably  satisfactory  to  Landlord  and
authorized  to do  business  in the State;  (ii) be  written  as primary  policy
coverage and  non-contributing  with respect to any coverage  which Landlord may
carry and that any coverage carried by Landlord shall be excess insurance; (iii)
insure and name  Landlord,  Landlord's  managing  agent,  any  mortgagee  of the
Shopping Center and any parties in interest designated by Landlord as additional
insured,  as their  respective  interests  may appear  (except  with  respect to
workers'  compensation  insurance);  and (iv) contain any express  waiver of any
right of  subrogation  by the insurance  company  against  Landlord,  Landlord's
managing agent and their respective agents,  employees and representatives which
arises or might arise by reason of any payment under such policy or by reason of
any act or  omission of  Landlord,  its agents,  employees  or  representatives.
Neither the issuance of any insurance policy required hereunder, nor the minimum
limits specified herein with respect to Tenant's  insurance  coverage,  shall be
deemed to limit or restrict in any way Tenant's  liability  arising under or out
of this  Lease.  With  respect to each and every one of the  insurance  policies
herein required to be procured by Tenant, on or before the Commencement Date and
at least thirty (30) days before any such insurance policy shall expire,  Tenant
shall deliver to Landlord upon Landlord's  written request a duplicate  original
or  certified  copy  of  each  such  policy  or a  certificate  of the  insurer,
certifying that such policy has been issued,  providing the coverage required by

<PAGE>
this Section 8.2 and  containing  provisions  specified  herein,  together  with
evidence of payment of all  applicable  premiums.  Any insurance  required to be
carried  hereunder  may be carried  under a blanket  policy  covering the Leased
Premises and other locations of Tenant. Each and every insurance policy required
to be  carried  hereunder  by or on  behalf  of Tenant  shall  provide  (and any
certificate  evidencing  the  existence  of each  such  insurance  policy  shall
certify)  that,  unless  Landlord  shall first have been given thirty (30) days'
prior written notice thereof, the insurer will not cancel,  materially change or
fail  to  renew  the  coverage  provided  by such  insurance  policy.  The  term
"insurance  policy" as used herein shall be deemed to include any  extensions or
renewals  of such  insurance  policy.  In the event  that  Tenant  shall fail to
promptly  furnish any insurance  coverage  hereunder  required to be procured by
Tenant,  Landlord,  at its sole option, shall have the right after ten (10) days
prior written  notice to Tenant to obtain the same and pay the premium  therefor
for a period not  exceeding  one (1) year in each  instance,  and the premium so
paid by Landlord shall be  immediately  due and payable by Tenant to Landlord as
additional rent.

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

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

         Additionally,   during  any  time  when  Tenant  is  self-insuring  its
insurance  obligations  hereunder,  Tenant  hereby  releases the  Landlord,  its
officers,  directors,  employees  and  agents  from  any  and all  liability  or
responsibility  for any loss, damage or injury caused by fire or other casualty,
even if such loss,  damage or casualty is caused in whole or in part by Landlord
or by any party for whom Landlord may be responsible.

         Section  8.4.  Covenant to Hold  Harmless.  Except with  respect to the
negligence or willful  misconduct of Landlord,  its agents or employees  (unless
covered  or  required  to be  covered  by  Tenant's  insurance),  Tenant  hereby
indemnifies  and agrees to hold  harmless  Landlord,  its  officers,  directors,
partners,  employees  and  agents  and any  mortgagee  or  master  lessor of the
Shopping  Center,  from  and  against  any and  all  claims,  actions,  damages,
liabilities,  costs and expenses, including attorneys' fees, that (i) arise from
or are in connection with the possession,  use, occupancy,  management,  repair,
maintenance or control of the Leased Premises,  or any portion thereof,  or (ii)
arise from or are in  connection  with any act or omission of Tenant or Tenant's
agents, employees, contractors,  licensees or invitees, or (iii) result from any
default,  breach,  violation or  nonperformance  of this Lease or any  provision

<PAGE>
hereof by Tenant,  or (iv)  result  from injury to person or property or loss of
life sustained in or about the Leased  Premises.  Tenant shall,  at its own cost
and expense,  defend any and all  actions,  suits and  proceedings  which may be
brought  against  Landlord or any  mortgagee  or master  lessor of the  Shopping
Center with respect to the  foregoing.  Tenant shall pay,  satisfy and discharge
any and all judgments, orders and decrees which may be received against Landlord
or any such mortgagee or master lessor in connection with the foregoing.  In the
event Landlord or any other party so indemnified,  shall, without fault, be made
a party to any litigation  commenced by or against Tenant, or if Landlord or any
such party  shall,  in its sole  discretion,  intervene  in such  litigation  to
protect its interest hereunder, then Tenant shall protect and hold them harmless
and shall pay all costs,  expenses and attorneys'  fees incurred or paid by such
party(ies) in connection with such litigation.  Landlord hereby  indemnifies and
agrees to save harmless Tenant, its officers, directors, partners, employees and
agents from and against any and all claims, actions, damages, liabilities, costs
and  expenses,  including  attorneys'  fees,  in  connection  with loss of life,
personal injury and/or damage to property  arising from or out of any occurrence
in the common areas of the Shopping  Center unless  caused by the  negligence or
willful  misconduct of Tenant,  its agents,  contractors,  employees,  officers,
directors, partners, subtenants or concessionaires.

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

                                   ARTICLE IX

                         DESTRUCTION OF LEASED PREMISES

         Section 9.1.  Continuance  of Lease.  In the event of any damage to the
Leased Premises by fire or other casualty, this Lease shall not be terminated or
otherwise  affected;  except that, (a) if more than twenty-five percent (25%) of
the square  footage of the Leased  Premises shall be damaged by any such fire or
other  casualty  during  the last three (3) years of the Term of this Lease (not
including  any Option  Periods) or during any renewal or  extension  of the Term
hereof and the cost of repair or restoration  exceeds Ten Thousand and 00/100ths
Dollars  ($10,000.00) as estimated by Landlord,  or (b) if Landlord is unable to
rebuild any portion of the building in which the Leased  Premises are located or
of the Shopping Center due to any inability to obtain any required  governmental
approval in connection therewith,  or (c) if more than thirty-five percent (35%)
of the floor area of the building in which the Leased Premises are located or of
the Shopping Center shall be damaged or destroyed by fire or other casualty,  or
(d) if all or any part of the building in which the Leased  Premises are located
or if the Shopping  Center or the Leased  Premises shall be damaged or destroyed
at any time by the  occurrence  of any  risk not  insured  under  the  insurance
required to be carried under Article VIII hereof,  then Landlord  shall have the
option to terminate  this Lease within ninety (90) days following the occurrence
of such fire or other  casualty by giving  written  notice to Tenant during such
period.  In  the  event  Landlord  exercises  any of the  foregoing  options  to
terminate, this Lease shall immediately terminate upon Landlord's written notice
to Tenant and (i) the entire  proceeds of the insurance  provided for in Section
8.1 hereof  shall be paid by the  insurance  company or  companies  directly  to

<PAGE>
Landlord  and shall belong to, and be the sole  property of  Landlord,  (ii) the
portion of the  proceeds of the  insurance  provided for in Section 8.2 which is
allocable to equipment,  fixtures and other items,  which,  by the terms of this
Lease,  rightfully  belong to  Landlord  upon the  termination  of this Lease by
whatever cause,  shall be paid by the insurance company or companies directly to
Landlord,  and shall belong to, and be the sole property of, Landlord, and (iii)
Landlord  and Tenant  shall be relieved  from any and all further  liability  or
obligation   accruing  under  this  Lease  from  and  after  the  date  of  such
termination.  Tenant  hereby  waives  any and all  rights  which  it may have to
terminate this Lease by reason of damage to the Leased Premises by fire or other
casualty  pursuant to any  presently  existing or hereafter  enacted  statute or
pursuant to any other law.

   
         Section 9.2. Reconstruction. If the Leased Premises are damaged by fire
or other  casualty and this Lease is not  terminated in accordance  with Section
9.1 hereof, then all fire and extended coverage insurance proceeds from policies
carried  pursuant  to Section 8.1 hereof,  however  recovered,  shall be held in
escrow and made  available for payment of the cost of  repairing,  replacing and
rebuilding  the Leased  Premises,  the damage to the  Leased  Premises  shall be
promptly  repaired,  and the Minimum Rent and other charges payable by Tenant to
Landlord shall be abated in proportion to the floor area of the Leased  Premises
rendered   untenantable,   and  the  Sales  Break   Point   shall   likewise  be
proportionately reduced. Payment of Minimum Rent and all other charges so abated
shall  commence and Tenant shall be obligated to reopen for business  sixty (60)
days following the date that Landlord  advises  Tenant that the Leased  Premises
are   tenantable   and   Landlord   has   substantially   completed   Landlord's
Reconstruction  Work, unless Tenant opens at an earlier time in the damaged area
or remains open in such area  following  destruction  or damage,  in which event
there shall be no abatement or any such abatement shall terminate as of the date
of  Tenant's  earlier  reopening.   Landlord  shall  be  obligated  to  commence
Landlord's  Reconstruction  Work and shall  diligently  pursue the completion of
Landlord's  Reconstruction Work and shall cause the same to be completed as soon
thereafter as possible under the attendant  circumstances,  but in any event all
such Landlord's  Reconstruction  Work shall be completed and the Leased Premises
reopened for business  within one hundred  eighty (180) days following such fire
or casualty. After Landlord has completed Landlord's Reconstruction Work, Tenant
shall commence such Tenant's  Reconstruction Work, at its expense.  Tenant shall
comply with all laws,  ordinances and  governmental  rules or  regulations,  and
shall perform all work or cause such work to be performed with due diligence and
in a first-class  manner.  All permits required in connection with said repairs,
restoration and reconstruction shall be obtained by Tenant at Tenant's sole cost
and expense.  Any amount expended by Tenant in excess of any insurance  proceeds
received by Tenant shall be the sole obligation of Tenant.he  Leased Premises in
accordance with the working drawings originally approved by Landlord pursuant to
Exhibit C and Exhibit D, or with (at  Landlord's  sole  election)  new  drawings
prepared  by Tenant and  acceptable  to Landlord  and Tenant.  In no event shall
Landlord be required to repair or replace Tenant's merchandise,  trade fixtures,
furnishings or equipment.  If Landlord repairs or rebuilds,  Tenant, at Tenant's
sole  cost,  shall  repair or  replace  Tenant's  merchandise,  trade  fixtures,
furnishings  and equipment in a manner and to at least a condition equal to that
prior to the damage or destruction  thereof ( ATenant=s  Reconstruction  Work@).
Except as may be  specifically  set forth in this Article IX, Landlord shall not
be liable or obligated to Tenant to any extent  whatsoever by reason of any fire
or other  casualty  damage to the Leased  Premises,  or any damages  suffered by
Tenant by reason thereof,  or the  deprivation of Tenant's  possession of all or
any part of the Leased Premises.
    

         In the event  Landlord has not commenced  restoration  or rebuilding of
the Leased Premises within ninety (90) days of the date of such fire or casualty
loss, or diligently proceeded to complete such restoration or rebuilding so that
the Leased Premises are  restored/rebuilt  to its former condition prior to such
fire or casualty  loss within one hundred  eighty (180) days of the date of such
fire or casualty loss,  Tenant will have the right, in either case, to terminate
this Lease by providing  Landlord notice of such election and Tenant will vacate
and surrender the Leased Premises pursuant to Section 17.1.


<PAGE>
                                    ARTICLE X

                                  CONDEMNATION

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

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

         Section  10.3.  Temporary  Taking.   Notwithstanding  anything  to  the
contrary in this  Article X, the  requisitioning  of the Leased  Premises or any
part hereof by military or other public  authority for purposes arising out of a
temporary   emergency  or  other  temporary  situation  or  circumstances  shall
constitute  a taking of the Leased  Premises  by eminent  domain when the use or
occupancy by the requisitioning  authority is expressly provided to continue, or
shall in fact have  continued,  for a period of one hundred eighty (180) days or
more,  and if this  Lease  is not  thereafter  terminated  under  the  foregoing
provisions  of this  Article X, then for the  duration  of any period of use and
occupancy of the Leased Premises by the requisitioning  authority, all the terms
and provisions of this Lease and obligations of Tenant hereunder shall remain in
full force and effect,  except that the Minimum Rent and Sales Break Point shall
be reduced in the same  proportion that the floor area of the Leased Premises so
requisitioned bears to the total floor area of the Leased Premises, and Landlord
shall  be   entitled  to  whatever   compensation   may  be  payable   from  the
requisitioning  authority for the use and occupation of the Leased  Premises for
the period involved.


                                   ARTICLE XI

                  ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

         Section 11.1. No Assignment,  Subletting or  Encumbering of Lease.  (a)
Except  as  otherwise  provided  in  this  Article  XI and  notwithstanding  any
references to assignees,  subtenants,  concessionaires or other similar entities
in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or
otherwise  encumber,  this  Lease,  in whole or in  part,  or any of its  rights
hereunder,  (ii) sublet the Leased  Premises or any part thereof,  or permit the
use of the Leased  Premises or any part thereof by any persons other than Tenant
or its agents. Any such attempted or purported transfer, assignment,  mortgaging
or  encumbering  of this Lease or any of  Tenant's  interest  hereunder  and any

<PAGE>
attempted or purported  subletting or grant of a right to use or occupy all or a
portion of the Leased Premises in violation of the foregoing  sentence,  whether
voluntary or involuntary or by operation of law or otherwise,  shall be null and
void and shall not confer any rights upon any  purported  transferee,  assignee,
mortgagee,  or occupant,  and shall, at Landlord's option,  terminate this Lease
without relieving Tenant of any of its obligations  hereunder for the balance of
the stated  Term.  Nothing  contained  elsewhere  in this Lease shall  authorize
Tenant to enter into any franchise,  concession,  license,  permit,  subtenancy,
departmental  operation  arrangements  or  the  like,  except  pursuant  to  the
provisions of this Article XI.

     Notwithstanding  the  provisions  of  this  Article  XI  to  the  contrary,
Landlord's  consent  shall  not  be  unreasonably  withheld  or  delayed  to  an
assignment  of this  Lease or a  sublease  for all or any  portion of the Leased
Premises  (by  merger,  consolidation  or  otherwise)  to  another  entity  (the
"Transferee")  to which  Tenant  shall  simultaneously  be  transferring  all or
substantially  all of its  stock  or all  or  substantially  all of its  assets,
provided  that:  (1) Tenant shall not at the time of such transfer be in default
under any of the  terms,  covenants  and  conditions  of this  Lease  beyond any
applicable  grace period,  (2) such Transferee shall agree in writing to perform
all of the  unperformed  terms,  covenants and  conditions of this Lease and (3)
Tenant shall at all times remain primarily  obligated for the performance of the
terms, covenants and conditions of this Lease.

         Notwithstanding  anything to the  contrary set forth in this Article XI
and without application of any prior provisions of this Article XI, Tenant shall
have the right,  without  Landlord's  consent but with prior  written  notice to
Landlord,  to assign  this  Lease or sublet the  Leased  Premises  to its parent
corporation  or any of  its  wholly-owned  subsidiaries,  or  any  affiliate  or
subsidiary  of Tenant's  parent  corporation  provided  that Tenant shall at all
times remain primarily obligated for the performance of the terms, covenants and
conditions of this Lease.

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

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

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

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


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

         (d) Except for a permitted  assignment  or  subletting  as specified in
Section  11.1(a)  and (b) and  without  conferring  any rights  upon  Tenant not
otherwise provided in this Article XI, in the event of an assignment or transfer
of Tenant's  interest  in this  Lease,  or a sublease of all or a portion of the
Leased Premises, to a third party, any monthly rent or other payment accruing to
Tenant as the result of any such assignment,  transfer,  or sublease,  including
any lump sum or  periodic  payment in any manner  relating  to such  assignment,
transfer  or  sublease,  which is in excess of the Rent then  payable  by Tenant
under  this  Lease  shall be paid  one-half  (1/2) of such  excess  by Tenant to
Landlord  monthly as additional  rent.  Landlord may require a certificate  from
Tenant  specifying  the full amount of any such  payment of  whatsoever  nature.
Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's
rights  hereunder,  Tenant  shall  remain fully liable on this Lease and for the
performance of all terms, covenants and provisions of this Lease.

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

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

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



<PAGE>
                                   ARTICLE XII

          SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE

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

         Section 12.2. Attornment.  In the event any proceedings are brought for
the  foreclosure  of,  or in the  event  of the  conveyance  by  deed in lieu of
foreclosure  of, or in the event of  exercise  of the power of sale  under,  any
mortgage and/or deed of trust made by Landlord covering the Leased Premises,  or
in the event Landlord sells,  conveys or otherwise transfers its interest in the
Shopping  Center or any portion  thereof  containing the Leased  Premises,  this
Lease shall  remain in full force and effect and Tenant  hereby  attorns to, and
covenants and agrees to execute an instrument in writing reasonably satisfactory
to the new owner  whereby  Tenant  attorns to such  successor  in  interest  and
recognizes  such  successor  as  Landlord  under  this  Lease.   Payment  by  or
performance  of this  Lease  by any  person,  firm or  corporation  claiming  an
interest  in this  Lease or the Leased  Premises  by,  through  or under  Tenant
without  Landlord's  consent in writing  shall not  constitute  an attornment or
create any interest in this Lease or the Leased Premises.

         Section 12.3.  Financing.  In the event any construction  lender,  land
lessor, or the permanent lender for the Shopping Center requires, as a condition
to financing,  modifications to this Lease, then, provided such modifications do
not materially  alter the approved working plans and do not increase the Rent to
be paid hereunder, Landlord shall submit to Tenant a written amendment with such
required modifications and if Tenant fails to execute and return the same within
thirty  (30) days after the  amendment  has been  submitted,  Landlord  shall be
entitled to its remedies as specified in Section 12.5.

         Nothing  herein  shall  require  Tenant  to  execute  an  amendment  or
amendments  to  accomplish  changes  which would  change (i) the  Minimum  Rent,
additional  rent or Percentage  Rent payable by Tenant;  (ii) the permitted use;
(iii) the size,  dimensions or location of the Leased Premises;  (iv) the length
of the Term; (v)  Landlord's  construction  obligations;  or (vi) the conditions
precedent as to Tenant's  initial opening  requirements,  or which would place a
lien on Tenant's assets.

         Section  12.4.  Estoppel  Certificate.  Tenant  shall,  without  charge
therefor,  at any time and from time to time,  within  thirty  (30)  days  after
request  therefor by Landlord,  execute,  acknowledge  and deliver to Landlord a
written estoppel certificate,  in reasonable form,  certifying to Landlord,  any
mortgagee,  or any  purchaser  of  the  Shopping  Center  or  any  other  person
designated by Landlord,  as of the date of such estoppel  certificate:  (i) that
Tenant is in possession of the Leased Premises and has unconditionally  accepted
the same; (ii) that this Lease is unmodified and in full force and effect (or if
there  has been  modification,  that the same is in full  force  and  effect  as
modified and setting forth such  modifications);  (iii) whether or not there are
then existing any set-offs or defenses  against the  enforcement of any right or
remedy of Landlord, or any duty or obligation of Tenant,  hereunder (and, if so,
specifying  the same in detail);  (iv) that Rent is paid  currently  without any
offset or defense  thereto,  (v) the dates,  if any,  to which any Rent has been
paid in  advance;  (vi)  whether  or not  there is then  existing  any  claim of
Landlord's  default under this Lease and if so,  specifying  the same in detail;
(vii) that Tenant has no knowledge of any event having  occurred that authorized
the  termination  of this  Lease by  Tenant  (or if Tenant  has such  knowledge,
specifying  the same in detail);  and (viii) any other  matters  relating to the

<PAGE>
status of this Lease that  Landlord or its  mortgagee  may request be confirmed,
provided that such facts are accurate and ascertainable.

         Landlord  shall,  within  thirty (30) days after  written  request from
Tenant,  no more often than once in any Lease  Year and  provided  Tenant is not
then in  default  hereunder,  deliver  to Tenant or such  persons  as Tenant may
designate, a statement in writing certifying to the extent true that: (i) Tenant
is in  possession of the Leased  Premises;  (ii) this Lease is in full force and
effect (as later modified, if such be the case); (iii) the Rent due hereunder is
current;  and (iv) that to the best of  Landlord's  knowledge,  information  and
belief, Tenant is not in default hereunder.

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

                                  ARTICLE XIII

                           ADVERTISING AND PROMOTION

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

   
         Section 13.2. Promotion Fund Contribution. Tenant's annual contribution
to the Fund  shall  be the  Fund  Contribution  (reduced  proportionately  for a
partial Lease Year) as defined in the Data Sheet.  Upon the  Commencement  Date,
Tenant shall also pay Tenant's  one-time  initial  contribution or Grand Opening
Fee which is equal to Eight Thousand and 00/100ths Dollars ($8,000.00). The Fund
Contribution payable by Tenant for each Lease Year shall be increased commencing
with the  second  Lease  Year of the Term of this  Lease,  and each  Lease  Year
thereafter,  by a percentage  equal to the  percentage  increase  from the "base
period" of the Consumer  Price Index  ("Index")  to the "current  period" of the
Index of the Lease  Year for  which  the  adjustment  is being  made;  provided,
however,  if the  first  Lease  Year is less  than  six (6)  months,  the  first
adjustment  to the Fund  Contribution  shall be after the first full Lease Year.
Except as herein  expressly  provided,  the term "base period"  shall  initially
refer to the Index published for the month of October immediately  preceding the
Commencement  Date.  Following  the initial  increase  in the Fund  Contribution
hereunder,  the term "base  period"  shall refer to the Index  published for the
month of  October  immediately  preceding  the  Lease  Year for  which  the Fund
Contribution  was last  adjusted  hereunder.  The "current  period" of the Index
shall  refer  to the  Index  published  for the  month  of  October  immediately
preceding the Lease Year for which an adjustment is being made. In the event the
Index shall not be published  for any of the  above-described  months,  then the
Index  published for the month closest,  but prior, to the described month shall
be used in its place. The annual Fund Contribution shall be payable by Tenant to
Landlord,  or as Landlord may direct, in twelve (12) equal monthly installments,
commencing on the Commencement  Date, at the same time and in the same manner as
the monthly installments of Minimum Rent are payable.
    
<PAGE>
     Section 13.3. Advertisements. Not more than four (4) times each Lease Year,
Landlord may require  Tenant at Tenant's  cost to either (i) place a one-quarter
(1/4) page tabloid advertisement, or (ii) contribute funds to cover the cost and
expense of an  advertisement  prepared  by Landlord  in an  advertising  mailer,
newspaper  insert or other media ad coordinated  by Landlord.  In the event that
Tenant fails to submit its proposed  advertisement within thirty (30) days after
Landlord's request,  then Landlord shall have the right to include Tenant in the
advertising  promotion and to charge Tenant for the  advertisement.  Such charge
shall be  payable  by  Tenant  within  ten (10)  days  after  written  notice by
Landlord.

         Section 13.4. Network.  Landlord may cause to be developed a mall video
network within the Retail Development (the "Network"). The object of the Network
shall be to provide a program of information,  entertainment and advertisements,
which  shall,  in  Landlord's  judgment,  serve to enhance or promote the Retail
Development  and its  occupants.  The  Network  shall  have  the  right  to sell
available time and access on the Network for  advertisements  or other uses. The
Network shall be under the sole and exclusive direction of Landlord and shall be
administered  by Landlord.  The costs and expenses  paid or incurred by Landlord
for  administering,   operating,  equipping,  staffing,  protecting,   insuring,
repairing,  replacing and  maintaining the Network shall be charged to the Fund.
During the first year of the operation of the Network and provided Tenant is not
in default of payment of its Fund Contribution,  Landlord agrees to produce,  or
cause  to be  produced  a  video  taped  advertising  message  of  the  business
conducted, or to be conducted, in the Leased Premises (herein "Tenant Video") in
accordance  with the terms of this  Section  13.4.  The Tenant  Video  shall (i)
identify  Tenant's type of business in the Leased Premises,  Tenant's trade name
and the  address/location  of the Leased Premises within the Retail Development;
(ii) be approximately fifteen (15) seconds in duration; (iii) be produced on one
occasion only following the initial opening of the Leased Premises for business;
(iv) be produced in the Leased Premises,  Landlord's studio or both; (v) utilize
one format  from a select  group of  advertising  message  formats  as  mutually
selected by  Landlord  and  Tenant;  and (vi) not  contain any lewd,  obscene or
offensive  content or material.  The Tenant Video will be shown on the Network a
reasonable  number of times,  not to exceed one hundred (100),  during a two (2)
week  period in the  first  year of  operation.  Landlord  shall use  reasonable
efforts to air Tenant  Videos at varying times and days during such two (2) week
period.  Any further  production by Landlord of advertising  messages for Tenant
and any further air time on or access to the Network is subject to availability,
as determined solely by Landlord,  and shall be at the then applicable rates and
fees set by  Landlord.  Landlord  shall  have the  right to  reject,  remove  or
discontinue  showing any Tenant Video or advertising  message on the Network the
content of which is, in the opinion of Landlord,  unethical,  misleading, in bad
taste,  or shall tend to injure the reputation of the Retail  Development or its
occupants,  or shall be deemed to be detrimental to the Retail Development or is
in violation of any applicable rule, law or existing  agreement with occupant(s)
of the Retail  Development.  Tenant  acknowledges  that  Tenant  shall be solely
responsible  for the content of its Tenant  Video and except with respect to the
gross  negligence  of Landlord and the Network,  Tenant  agrees to save harmless
Landlord,  its  officers,  directors,  partners,  employees  and agents from and
against  any and all  claims,  actions,  damages,  liability,  cost or  expense,
including attorneys' fees that arise from or with respect to the content of such
advertising message, including without limitation any claims for infringement of
the  intellectual  property rights of others or actions for unfair  competition.
Landlord  reserves  the  right at any time to  dissolve  the  Network  and cease
providing its promotional services as well as Tenant Videos and in lieu thereof,
to provide,  or cause to be provided,  a program of advertising  and promotional
events  which in  Landlord's  sole  judgment,  will serve to promote  the Retail
Development and its occupants.


<PAGE>
                                   ARTICLE XIV

                              DEFAULT AND REMEDIES

   
         Section 14.1.  Elements of Default. If any one or more of the following
events  occur,  said event or events shall hereby be  classified as a "default":
(a) (i) the failure of Tenant to take  possession of the Leased  Premises at the
Delivery of Possession Date, or (ii) the failure of Tenant to open its doors for
business on the date specified in Section 1.3 hereof, or (iii) if Tenant vacates
or abandons the Leased  Premises and permits the same to remain  unoccupied  and
unattended,  or (iv) if Tenant  fails to maintain  normal  inventory  levels and
employee staff for the conduct of its normal  business  activities in the Leased
Premises,  or (v) the failure of Tenant to continuously  operate its business in
compliance  with Section 4.2 for the purposes  specified in Section 4.1, or (vi)
in the  event  of the sale or  removal  of a  substantial  portion  of  Tenant's
property  located  in the  Leased  Premises  in a manner  which is  outside  the
ordinary course of Tenant's business;  (b) the failure of Tenant to pay any Rent
or other  charges  required to be paid by Tenant when same shall  become due and
payable  hereunder  and such failure  continues  for ten (10) days after written
notice; (c) the failure of Tenant to perform or observe any term or condition of
this Lease and such failure  shall  continue for thirty (30) days after  written
notice;  (d) if  Tenant  shall be given  three  (3)  notices  of  default  under
subparagraphs   (b)  or  (c)  within  any  period  of  eighteen   (18)   months,
notwithstanding  any  subsequent  cure of the  failure to perform or observe the
terms or conditions of this Lease as identified in such notices; (e) if any writ
of  execution,  levy,  attachment or other legal process of law shall occur upon
Tenant's assets,  merchandise,  fixtures,  or Tenant's estate or interest in the
Leased  Premises;  (f) Tenant  shall be  liquidated  or dissolved or shall begin
proceedings  toward  such  liquidation  or  dissolution,  or shall in any manner
permit the divestiture of all, or any substantial  part of Tenant's  assets.  In
the event of (i) a default which results in a total monetary outstanding balance
on excess of $20,000.00 or (ii) a default  pursuant to Section 14.1 (a) (iii) of
this Lease,  which shall not be remedied within the applicable grace period,  if
any,  by Tenant  under this Lease or by the tenant in any of the "other  leases"
(as hereinafter defined),  then Landlord may, upon ten (10) days prior notice in
writing to Tenant,  declare such  default to be a default of this Lease  (unless
the default is cured within the ten day period after  notice) and, at Landlord's
option, a default of any of the "other leases," as the case may be. Landlord and
Tenant acknowledge that Tenant or the parent,  subsidiary or affiliate of Tenant
(by virtue of common ownership or control, direct or indirect) has presently, or
may in the future, enter into lease agreements with Landlord (or with any person
or entity which is affiliated  with  Landlord,  or which  directly or indirectly
controls or is controlled by, or is under common control with Landlord, or which
is managed by the managing agent  utilized by Landlord for the Shopping  Center)
for the shopping  centers  commonly  referred to as City Mills,  Potomac  Mills,
Franklin Mills, Gurnee Mills, Sawgrass Mills,  Grapevine Mills and Arizona Mills
(such  leases to be referred to as "other  leases").  Nothing  contained  herein
shall be deemed a  limitation  of the  rights of  Landlord  as set forth in this
Lease or any of the "other leases."
    

     Section 14.2. Landlord's Remedies [See Addendum].

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

         (b) It is  understood  and  agreed  that this  Lease is a lease of real
property in a shopping  center as such lease is  described in Section 365 of the
Bankruptcy  Code, as the same may be amended from time to time.  Upon the filing
of a petition by or against Tenant under the Bankruptcy Code,  Tenant, as debtor
and as  debtor-in-possession,  and any trustee who may be appointed with respect
to the  assets of or estate in  bankruptcy  of Tenant,  agree to pay  monthly in
advance on the first day of each month, as reasonable  compensation  for the use
and  occupancy  of the Leased  Premises,  an amount  equal to all Minimum  Rent,
additional rent and other charges  otherwise due pursuant to this Lease,  and to
pay Percentage  Rent monthly,  at the percentage  factor set forth in this Lease
for the Lease Year in which such month  falls,  on all of the Gross Sales during
such month in excess of  one-twelfth  (1/12th) of the Sales Break Point for such

<PAGE>
Lease Year;  payment of all such  Percentage Rent to be made by the tenth (10th)
day of the  succeeding  month.  Included  within  and in  addition  to any other
conditions or  obligations  imposed upon Tenant or its successor in the event of
the assumption and/or  assignment of this Lease are the following:  (i) the cure
of any monetary  defaults and  reimbursement  of pecuniary  loss within not more
than thirty (30) days of assumption  and/or  assignment;  (ii) the deposit of an
additional  sum  equal to not less  than  three  (3)  months'  Minimum  Rent and
additional  rent to be held  pursuant to the terms of Section 2.4 of this Lease,
which sum shall be  determined  by  Landlord,  in its sole  discretion,  to be a
necessary deposit to secure the future performance under this Lease by Tenant or
its assignee;  (iii) the use of the Leased  Premises as set forth in Section 4.1
of this Lease and the quality,  quantity and/or lines of  merchandise,  goods or
services  required  to be  offered  for sale are  unchanged;  and (iv) the prior
written  consent  of any  mortgagee  to which this  Lease has been  assigned  as
collateral security.

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

     Section  14.5.  Landlord's  Cure of Default.  If Tenant shall be in default
hereunder,  Landlord shall have the option,  but not the obligation,  upon three
(3) days written notice to Tenant (except in the event of an emergency, in which
event no notice shall be required), to cure the act or failure constituting said
default  for the  account of and at the  expense of Tenant.  Landlord's  cure or
attempt to cure any act or failure  constituting the default by Tenant shall not
result in a waiver or release of Tenant. Tenant agrees to pay the costs incurred
by Landlord  pursuant to this Section 14.5 plus  interest,  in  accordance  with
Section 20.14 hereof,  on all sums expended by Landlord pursuant to this Section
14.5 from the date of such expenditure plus a charge of fifteen percent (15%) of
such costs, to Landlord upon demand, as additional rent.

                                   ARTICLE XV

                                 RIGHT OF ACCESS

         Landlord  may, at any  reasonable  time or times,  upon prior notice to
Tenant  (except in the event of an  emergency,  or if Tenant is in default under
this Lease,  in which event no notice shall be  required),  before and after the
Commencement  Date, enter upon the Leased Premises,  any portion thereof and any
appurtenance  thereto (with men and materials,  if required) for the purpose of:
(a) inspecting the same;  (b) making such repairs,  replacements  or alterations
which  Landlord  may be required  to perform as herein  provided or which it may
deem desirable for the Leased  Premises;  and (c) showing the Leased Premises to
prospective purchasers,  lenders or lessees.  Landlord hereby expressly reserves
the  right,  exercisable  at any time and from  time to  time,  to  erect,  use,
maintain and repair pipes,  conduits,  plumbing,  vents, ducts and wires in, to,
under and through the Leased Premises as and to the extent that Landlord may now
or hereafter  deem to be necessary or appropriate  for the proper  operation and
maintenance of the Shopping Center.  Any redecorating or repair  necessitated by
reason  of  location  of  same   within  the  Leased   Premises   shall  be  the
responsibility  of Landlord.  Landlord  agrees to hold Tenant  harmless from any
damage or injury to person or property  to the extent  resulting  from  Landlord
exercising its rights under this Article XV.

     In the  exercise of its rights under this  Article XV,  Landlord  shall use
reasonable efforts to avoid material interference with the operation of Tenant's
business within the Leased Premises. Landlord agrees that except in the event of
an emergency,  and provided Tenant shall make an employee of Tenant available to
accompany  Landlord  following  Landlord's  notice to  Tenant  of the  necessity
therefor,  Landlord shall not enter the Leased  Premises during the Term of this
Lease without an employee of Tenant accompanying Landlord's representative.


<PAGE>
                                   ARTICLE XVI

                                     DELAYS

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

                                  ARTICLE XVII

                                   END OF TERM

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

         Section  17.2.  Holding  Over.  If Tenant shall hold  possession of the
Leased Premises after the Expiration  Date or earlier  termination of this Lease
at  Landlord's  option (a)  Tenant  shall be deemed to be  occupying  the Leased
Premises as a tenant from  month-to-month,  at double the Minimum Rent and other
charges in effect during the last Lease Year immediately preceding such holdover
and otherwise  subject to all of the terms and conditions of this Lease,  or (b)
Landlord may exercise any other remedies it has under this Lease or at law or in
equity including an action for wrongfully holding over.

         Notwithstanding  the foregoing,  if Tenant is negotiating in good faith
with Landlord to renew or extend the Term of this Lease for the Leased  Premises
(or a relocation within the Shopping Center),  then Tenant may occupy the Leased
Premises  on a  month-to-month  tenancy at  one-twelfth  (1/12th)  of the annual
Minimum Rent for the last year of the Term of the Lease.

                                  ARTICLE XVIII

                           COVENANT OF QUIET ENJOYMENT

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


<PAGE>
                                   ARTICLE XIX

                                    UTILITIES

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

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

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


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


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

                                   ARTICLE XX

                                  MISCELLANEOUS

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

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

     (a) If to  Landlord,  at  1300  Wilson  Boulevard,  Suite  400,  Arlington,
Virginia 22209, Attention: General Counsel, or to such other address as Landlord
shall   designate  by  giving  notice  thereof  to  Tenant,   with  a  copy  for
informational purposes only to the Mall Manager of the Retail Development.

     (b) If to  Tenant,  at the  address  set forth for Tenant on page 1 of this
Lease or at the Leased Premises, or such other address as Tenant shall designate
by giving notice thereof to Landlord.

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

     Section 20.3.  Governing  Law. It is the intent of the parties  hereto that
all questions with respect to the  construction of this Lease and the rights and
the liabilities of the parties hereto shall be determined in accordance with the
laws of the  jurisdiction  in which the Leased  Premises is located and that all
disputes arising hereunder shall be heard and decided in the local  jurisdiction
where the Leased Premises is located.

     Section 20.4.  Successors.  All rights and liabilities  herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, successors, and assigns of the said
parties;  and if there shall be more than one Tenant, or more than one person or
entity  acting  collectively  as  Tenant,  they shall all be bound  jointly  and
severally by the terms,  covenants and agreements  herein. Any restriction on or
requirement  imposed upon Tenant hereunder shall be deemed to extend to Tenant's
Guarantor, Tenant's sublessees, Tenant's assignees and Tenant's invitees, and it
shall be Tenant's  obligation to cause the foregoing persons to comply with such
restrictions or requirements.  No rights, however, shall inure to the benefit of
any assignee or other  transferee of Tenant,  and no rights or benefits shall be
conferred  upon any such  assignee or transferee by reason of this Section 20.4,
unless such rights or benefits  shall be expressly  otherwise  set forth in this
Lease.


<PAGE>
     Section  20.5.   Liability  of  Landlord.   Neither  Landlord,   Landlord's
beneficiaries, any persons or entities comprising Landlord, nor any successor in
interest to Landlord (or to such  persons or  entities)  shall have any personal
liability for any failure by Landlord to perform any term, covenant or condition
of this Lease. If Landlord shall fail to perform any covenant, term or condition
of this Lease upon Landlord's  part to be performed,  and if as a consequence of
such default  Tenant  shall  recover a money  judgment  against  Landlord,  such
judgment  shall be  satisfied  only out of the  proceeds of sale  received  upon
execution  of such  judgment  and levied  thereon  against the right,  title and
interest  of Landlord in the  Shopping  Center and out of rents or other  income
from such property receivable by Landlord, or out of the consideration  received
by Landlord from the sale or other  disposition of all or any part of Landlord's
right, title and interest in the Shopping Center, subject,  nevertheless, to the
rights of Landlord's mortgagee,  and neither Landlord nor any of the co-partners
comprising  the  partnership  which is Landlord  herein  shall be liable for any
deficiency. The foregoing limitation of liability shall be noted in any judgment
secured against Landlord and in the judgment index.

     Section 20.6.  Brokers.  Tenant  warrants and represents  that there was no
broker or agent  instrumental  in  consummating  this  Lease.  Tenant  agrees to
indemnify and hold Landlord  harmless  against any claims for brokerage or other
commissions  arising by reason of a breach by Tenant of this  representation and
warranty.

     Section 20.7. Transfer by Landlord. Landlord hereunder shall have the right
to freely assign this Lease without notice to or the consent of Tenant.

     Section 20.8. No  Partnership.  Notwithstanding  the fact that a portion of
the Rent reserved  hereunder may be a percentage  of Tenant's  Gross Sales,  and
notwithstanding  anything else to the contrary,  Landlord shall not be deemed to
be a partner of Tenant or a joint venturer with Tenant.

     Section  20.9.  Waiver  of  Counterclaims.  Tenant  shall  not  impose  any
counterclaim or counterclaims  in a summary  proceeding or other action based on
termination  or holdover,  it being the intent of the parties hereto that Tenant
be strictly  limited in such instance to bringing a separate action in the court
of appropriate  jurisdiction.  The foregoing waiver is a material  inducement to
Landlord making,  executing and delivering this Lease and Tenant's waiver of its
right  to  counterclaim  in any  summary  proceeding  or other  action  based on
termination or holdover is done so knowingly, intelligently and voluntarily.

     Section 20.10. Waiver of Jury Trial. Landlord and Tenant hereby waive trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties  hereto  against the other on, or in respect  of, any matter  whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant hereunder,  Tenant's use or occupancy of the Leased Premises
and/or any claim of injury or damage.

     Section  20.11.  Severability.  If  any  provision  of  this  Lease  or the
application  thereof  to any  person  or  circumstances  shall to any  extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such  provision to persons or  circumstances  other than those as to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

     Section 20.12. No Waiver.  No failure by Landlord to insist upon the strict
performance of any term, covenant, agreement, provision, condition or limitation
of this Lease to be kept,  observed or  performed  by Tenant,  and no failure by
Landlord to  exercise  any right or remedy  available  upon a breach of any such
term,  covenant,  agreement,  provision,  condition or limitation of this Lease,
shall  constitute  a waiver of any such  breach or of any such  term,  covenant,
agreement, provision, condition or limitation.


<PAGE>
     Section 20.13. Consumer Price Index. As used herein, "Consumer Price Index"
or "Index" shall mean the Consumer Price Index for All Urban Consumers  (1982-84
= 100), U.S. City Average, All Items,  published by the United States Department
of  Labor,  Bureau  of  Labor  Statistics  (or such  comparable  index as may be
utilized in substitution  for or as the successor to the stated Index).  If such
Index is not published by the Bureau of Labor  Statistics or by another  similar
governmental  agency at any time  during the Term of this  Lease,  then the most
closely comparable  statistics on the purchasing power of the consumer dollar as
published by a responsible financial authority and selected by Landlord shall be
utilized in lieu of such Index.

     Section  20.14.  Interest.  Any amount due from Tenant to  Landlord  herein
which is not paid when due shall bear  interest at a rate per annum equal to the
Federal  Reserve Bank discount  rate as published in the Wall Street  Journal on
the 25th day of the month  preceding  the date  upon  which  the  obligation  is
incurred (or the next business day thereafter if the 25th is not a weekday) plus
five percent (5%) unless otherwise specifically provided herein, but the payment
of such  interest  shall not  excuse or cure any  default  by Tenant  under this
Lease. In no event shall any interest calculated hereunder be at a rate which is
higher than the maximum rate which is allowed under the usury laws of the State,
which  maximum  rate of  interest  shall be  substituted  for the rate in excess
thereof, if any, computed pursuant to this Section 20.14.

     Section  20.15.  Excavation.  If an  excavation  shall  be made  upon  land
adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation,  license to
enter upon the Leased Premises for the purpose of doing such work as said person
shall deem  necessary  to preserve  the wall or the building of which the Leased
Premises  form a part from  injury or damage and to  support  the same by proper
foundation,  without  any claim for  damages  or  indemnity  from  Landlord,  or
diminution or abatement of Rent.

     Section  20.16.  Rules and  Regulations.  Tenant  agrees to comply with and
observe all  reasonable  rules and  regulations  established by Landlord for the
Shopping  Center from time to time.  Tenant's  failure to keep and observe  such
rules and regulations  shall  constitute a default pursuant to the terms of this
Lease in the manner as if the same were  contained  herein as  covenants,  which
shall carry with it the same  consequences  under Article XIV hereof as Tenant's
failure to pay rent.

     Section 20.17.  Financial Statements.  Upon Landlord's written request from
time to time,  but not more than once per Lease Year,  Tenant shall,  within ten
(10)  days  after  Landlord's  request  therefor,   furnish  Landlord  financial
statements outlining Tenant's then current financial condition and shall furnish
financial  statements outlining the current financial condition of any Guarantor
of this Lease.  Landlord shall maintain all financial  information provided in a
confidential  manner;  provided,   however,  that  Landlord  may  disclose  such
financial  statements to  Landlord's  mortgagees  or  prospective  mortgagees or
purchasers.

     Section  20.18.  General  Rules  of  Construction.  (a) This  Lease  may be
executed in several  counterparts and the counterparts  shall constitute one and
the same  instrument.  (b)  Landlord may act under this Lease by its attorney or
agent. (c) Wherever a requirement is imposed on Tenant  hereunder,  Tenant shall
be required to perform such  requirement  at its sole cost and expense unless it
is specifically  otherwise provided herein. (d) (i) Wherever appropriate herein,
the singular  includes the plural and the plural  includes  the  singular;  (ii)
whenever  the word  "including"  is used  herein,  it shall  be  deemed  to mean
"including,  but not limited to"; and (iii) the words  "re-enter" and "re-entry"
as used herein shall not be restricted to their  technical  legal  meaning.  (e)
Anything in this Lease to the contrary notwithstanding: (i) any provision hereof
which permits or requires a party to take any particular  action shall be deemed
to permit or require,  as the case may be, such party to cause such action to be
taken;  and (ii) any provision  hereof which  requires any party not to take any
particular  action  shall be deemed to require such party to prevent such action
to be taken by any person or by operation of law. (f) Whenever costs or expenses
are required to be assessed to or paid by Tenant,  such costs and expenses shall
be reasonable.

     Section 20.19. Recording.  Neither this Lease nor any memorandum hereof may
be recorded without the express written consent of Landlord.


<PAGE>
     Section  20.20.  Effective  Date. For all purposes  hereof,  the "Effective
Date" of this Lease  shall be the date upon  which  this  Lease  shall have been
executed by both parties and  physically  delivered by Landlord to Tenant or its
attorney. Prior to the Effective Date, neither this Lease nor anything hereunder
contained  shall be  legally  binding  on either  Landlord  or  Tenant,  and the
submission of this Lease by Landlord to Tenant prior to such  Effective Date for
examination or consideration by Tenant or discussion between Landlord and Tenant
shall not  constitute  a  reservation  of or option for the Leased  Premises  or
create any legal obligation or liability whatsoever on Landlord.

     Section 20.21. Headings. The captions, section numbers, article numbers and
index  appearing in this Lease are inserted only as a matter of convenience  and
in no way  define,  limit,  construe,  or  describe  the scope of intent of such
sections or articles of this Lease nor in any way affect this Lease.

     Section  20.22.  Managing  Agent.  Landlord has advised  Tenant that it has
appointed  MillsServices  Corp., a Delaware corporation as managing agent of the
Retail Development (said managing agent and any successor or substitute managing
agent is  hereinafter  referred to as "Managing  Agent").  Tenant  shall,  until
otherwise  notified by Landlord,  make all payments of Rent  required to be made
pursuant to this Lease to the Managing  Agent payable to Landlord and direct all
notices,  inquires or other  communications  to the Managing Agent,  1300 Wilson
Boulevard, Suite 400, Arlington, Virginia 22209.

     IN WITNESS  WHEREOF,  Landlord  and Tenant have signed this Lease as of the
day and year first above written.


<TABLE>
<CAPTION>

<S>                                                           <C>
WITNESS:                                                      LANDLORD:

ONTARIO MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

By: Ontario Mills L.L.C., a Delaware limited liability company
Its: General Partner

By: The Mills Limited Partnership, a Delaware limited partnership
Its: Manager

By: The Mills Corporation, a Delaware corporation
Its: General Partner

By: _________________________
Judith Berson
Executive Vice President
TENANT:

By:____________________ TOYS INTERNATIONAL, a California corporation

By:____________________ By:__________________

Name:____________________
WITNESS/ATTEST:
Its:____________________

By:____________________ Tenant's corporate seal:



</TABLE>

                           ACKNOWLEDGMENT OF LANDLORD


COMMONWEALTH OF VIRGINIA                    )
                                                     ) ss.
COUNTY OF ARLINGTON                         )

         On this ____ day of ____________________,  19____, before me personally
appeared Judith Berson,  to me known to be the person who executed the foregoing
Lease and  acknowledged  before me that she was duly  authorized and did execute
same on  behalf  of  ONTARIO  MILLS  LIMITED  PARTNERSHIP,  a  Delaware  limited
partnership.

-----------------------------------
Notary Public
My Commission expires:_____________






<PAGE>
                       ACKNOWLEDGMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                              )


         On  ____________________,  19____, before me  _____________________,  a
Notary   Public  in  and  for  said   state   aforesaid,   personally   appeared
_______________________________,     as     ______________________    of    TOYS
INTERNATIONAL, a California corporation, 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.


-----------------------------------
Notary Public, ____________ County,
My Commission expires:_____________

[Notarial Seal]

                                       18



<PAGE>
ADDENDUM ATTACHED TO AND MADE A PART OF LEASE DATED  ___________,  199__, BY AND
BETWEEN ONTARIO MILLS LIMITED PARTNERSHIP,  A DELAWARE LIMITED  PARTNERSHIP,  AS
"LANDLORD," AND TOYS INTERNATIONAL, A CALIFORNIA CORPORATION, AS "TENANT."



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

Add to the end of Section 9.1:

"The provisions of this Lease constitute an express  agreement  between Landlord
and Tenant with respect to any and all damage to, or destruction  of, all or any
part of the Leased  Premises or any other  portion of the Shopping  Center,  and
Landlord and Tenant agree that Sections 1932 and 1933(4) of the California Civil
Code shall have no application to this Lease or any damage or destruction to all
or any part of the Leased Premises or any other portion of the Shopping Center."

Add to the end of Section 10.1:

"The provisions of this Lease constitute an express  agreement  between Landlord
and Tenant with respect to any  condemnation  or taking of all or any portion of
the Leased  Premises or any other portion of the Shopping  Center,  and Landlord
and Tenant agree that Section 1265.130 of the California Code of Civil Procedure
shall have no application to this Lease or any taking or  condemnation of all or
any portion of the Leased Premises or any other portion of the Shopping Center."

     Section 12.1: At the end of Section 12.1, insert:

"In  accordance  with the  provisions  of this Section  12.1,  Tenant  agrees to
execute the Agreement of Subordination,  Non-Disturbance and Attornment attached
hereto as Exhibit H at the time this Lease is executed by Tenant."

     Section 12.4: At the end of the first paragraph of Section 12.4, insert:

"In addition,  Tenant agrees to execute the Tenant Estoppel Certificate attached
hereto as Exhibit H-1 at the time this Lease is executed by Tenant."


In place of the deleted language in Section 14.2, insert the following:

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

(a) Terminate  Tenant's right to possession of the Leased Premises by any lawful
means,  in which case this Lease shall  terminate  and Tenant shall  immediately
surrender possession of the Leased Premises to Landlord.  In such event Landlord
shall be  entitled to recover  from  Tenant all damages  incurred by Landlord by
reason  of  Tenant's  default,  including,  but  not  limited  to,  the  cost of
recovering possession of the Leased Premises;  expenses of reletting,  including
necessary   renovation  and  alteration  of  the  Leased  Premises;   reasonable
attorneys' fees; any real estate commission  actually paid; and the worth at the
time of award  determined  by the court having  jurisdiction  thereof of (i) the
unpaid rent (as defined below) which had been earned at the time of termination;
(ii) the amount by which the unpaid  rent,  which would have been  earned  after
termination until the time of award,  exceeds the amount of such rental loss for
the same period which the Tenant proves could have been reasonably avoided;  and
(iii) the amount by which the unpaid rent, for the balance of the Term after the
time of such  award,  exceeds the amount of such rental loss for the same period
that Tenant proves could be reasonably  avoided.  The worth at the time of award
of the sums  referred  to in clauses  (i) and (ii)  above,  shall be computed by

<PAGE>
allowing  interest from the due date at the rate provided in Section 20.14.  The
worth at the time of award of the  amount  referred  to in clause  (iii)  above,
shall be computed by discounting such amount at the discount rate of the Federal
Reserve  Bank of San  Francisco  at the time of award  plus  one  percent  (1%).
Landlord's  rights  hereunder  shall be deemed  subject to the rights granted to
Tenant pursuant to Section 1951 et seq. and each applicable  subsection  thereof
of the California Civil Code.

     (b) Maintain  Tenant's right to possession,  in which case this Lease shall
continue  in effect  whether  or not  Tenant  shall  have  abandoned  the Leased
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder,  pursuant to Section  1951.4 of the  California  Civil
Code or any similar, successor or related provision of law.

     (c) Pursue any other  remedy now or hereafter  available to Landlord  under
the laws or judicial decisions of the State of California.  Any notice delivered
by Landlord to Tenant  under this Lease shall be in lieu of, and in addition to,
any notice required under Section 1161 of the California Code of Civil Procedure
or any similar successor law with respect to the subject default.

     (d) The term "rent" as used in this  Section  14.2 shall mean  Minimum Rent
and all other  additional  rent  payable  pursuant to any other  section of this
Lease,  including  Section 2.3 of this Lease.  All such sums other than  Minimum
Rent,  shall be  computed  on the basis of the average  monthly  amount  thereof
accruing  during the  immediately  preceding  twelve (12) month  period prior to
default,  except that if it becomes  necessary  to compute such rent before such
twelve (12) month  period has  occurred,  then the basis of the average  monthly
amount accruing during such shorter period shall be used."

ARTICLE XV:                         At the end of Article XV, insert:

"Tenant hereby waives and releases any right it may have under Sections 1941 and
1942 of the California Civil Code or under any similar law,  statute,  ordinance
or common law now or hereafter in effect."

Add as a new Section 20.23:

"Section 20.23. Non-Discrimination. Landlord herein covenants by and for itself,
its successors and assigns,  and all persons claiming under or through them, and
this Lease is made and accepted  upon and subject to the  following  conditions:
That there shall be no  discrimination  against or  segregation of any person or
group of persons, on account of race, color,  religion,  creed, national origin,
ancestry,  physical handicap,  medical condition, age, marital status, or sex in
the  leasing,  subleasing,  renting,  transferring,  use,  occupancy,  tenure or
enjoyment of the land herein leased,  nor shall Landlord for itself,  or for any
person  claiming  under or through  it,  establish  or permit  such  practice or
practices of  discrimination  or  segregation  with  reference to the selection,
location,  number, or occupancy of tenants, leases,  subleases,  subtenants,  or
vendors in the land herein leased."


IN WITNESS WHEREOF,  Landlord and Tenant have signed and sealed this Addendum as
of the day and year first above written.

WITNESS:                                                      LANDLORD:

ONTARIO MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

By: Ontario Mills L.L.C., a Delaware limited liability company
Its: General Partner

By: The Mills Limited Partnership, a Delaware limited partnership
Its: Manager

By: The Mills Corporation, a Delaware corporation
Its: General Partner

By: _________________________
Judith Berson
Executive Vice President

TENANT:
By:____________________ TOYS INTERNATIONAL, a California corporation

By:____________________ By:____________________________

Name:_________________________
WITNESS/ATTEST:
Its:____________________________

Tenant's corporate seal:
By:____________________





                                       19



<PAGE>
                           ACKNOWLEDGMENT OF LANDLORD

COMMONWEALTH OF VIRGINIA)
                                            )  ss.
COUNTY OF ARLINGTON                         )

         On this ____ day of ____________________,  19____, before me personally
appeared  Judith  Berson to me known to be the person who executed the foregoing
Addendum and acknowledged before me that she was duly authorized and did execute
same on  behalf  of  ONTARIO  MILLS  LIMITED  PARTNERSHIP,  a  Delaware  limited
partnership.

-----------------------------------
Notary Public, Commonwealth of Virginia
My Commission expires:_____________


                       ACKNOWLEDGMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                                )


         On  ____________________,  19____, before me  _____________________,  a
Notary   Public  in  and  for  said   state   aforesaid,   personally   appeared
_______________________________,     as    _______________________    of    TOYS
INTERNATIONAL, a California corporation, 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.

-----------------------------------
Notary Public, ____________ County,
My Commission expires:_____________

[Notarial Seal]

                                       20



<PAGE>
                                    EXHIBIT F




         COMMENCEMENT AND EXPIRATION DATE DECLARATION


LANDLORD:


TENANT:


LEASE DATE:


STORE NUMBER:



     Landlord and Tenant acknowledge and agree that the Commencement Date of the
above   referenced  Lease  is  and  the  Expiration  Date  of  the  Lease  is  .
----------------------------------------------------
--------------------------------------------------------


LANDLORD:                                            TENANT:





By: By:
Its: Its:

Date: Date:

                                       21



<PAGE>




         EXHIBIT H


         AGREEMENT OF SUBORDINATION,
         NON-DISTURBANCE AND ATTORNMENT


THIS  AGREEMENT  is made this  ________day  of  _______________________________,
199_,  by and among  ONTARIO  MILLS  LIMITED  PARTNERSHIP,  a  Delaware  limited
partnership having an office c/o The Mills  Corporation,  1300 Wilson Boulevard,
Suite 400,  Arlington,  VA 22209 (ALessor@),  TOYS  INTERNATIONAL,  a California
corporation,  having an office at 550 Rancheros  Drive,  San Marcos,  California
92069 ("Lessee") and BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK  AKTIENGESELLSCHAFT,
having offices at 32 Old Slip,  Financial Square, New York, NY 10005 (ALender@),
for itself and as agent  ("Agent") for, and as co-lender with such other lenders
as may  be  involved  with  the  hereinafter  described  Deed  of  Trust,  their
successors and assigns or affiliate.

         W I T N E S S E T H :

         WHEREAS,  Lender is  providing  financing  for ONTARIO  MILLS  shopping
center in Ontario, California (the AProperty@):

         WHEREAS, under a certain lease (the ALease@) Lessor did lease, let, and
demise a portion of the Property  (such  portion of the Property is  hereinafter
called the APremises@) to Lessee:

         WHEREAS, Lender had or will become the owner of an indebtedness secured
by, among other things,  a deed of trust,  made by Lessor,  as trustor,  for the
benefit of Lender,  as beneficiary  (the ADeed of Trust@),  and an assignment of
Lessor=s  interest  in the  Lease for the  benefit  of  Lender  (AAssignment  of
Leases@):

         NOW, THEREFORE,  in consideration of the covenants,  terms,  conditions
and agreements herein contained, and in consideration of other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

     1. The Lease and all rights and liens created  thereby shall be subject and
subordinate  in all respects to the Deed of Trust and the lien created  thereby,
to  any  advancements  made  thereunder,  and  to  any  increases,   extensions,
modifications or renewals thereof.

     2.  So long  as  Lessee  is not in  default  under  the  Lease  beyond  any
applicable  grace or cure period,  Lender hereby covenants to Lessee that in the
event it obtains title to the Premises, either by foreclosure or by deed in lieu
of foreclosure,  and thereafter obtains the right of possession of the Premises,
that the  Lease  will  continue  in full  force and  effect,  and  Lender  shall
recognize the Lease and Lessee=s rights thereunder.

     3.  Lessee  agrees  that from and after the date hereof in the event of any
act or  omission  by Lessor  under the Lease  which would give Lessee the right,
either  immediately  or after the lapse of a period of time,  to  terminate  the
Lease,  or to claim a partial or total  eviction,  Lessee will not  exercise any
such  right (a) until it has given  written  notice of such act or  omission  to
Lender by certified  mail,  return receipt  requested,  and (b) until and unless
Lender fails to remedy such act or omission  within thirty (30) days for any act
or omission  which can be cured by the  payment of money,  or in the case of any
other act or  omission,  as long as  necessary  to remedy such act or  omission,
provided  (i) Lender  commences  such remedy with thirty  days,  and (ii) Lender
pursues  completion of such remedy with due diligence  following  such giving of
notice and following the time when Lender shall have become  entitled  under the
Deed of Trust to remedy the same.  It is  specifically  agreed that Lessee shall
not,  as to Lender,  be entitled to require  cure of any such  default  which is

<PAGE>
personal to Lessor, and therefore not susceptible of cure by Lender, and that no
such uncured default shall entitle Lessee to exercise any rights under the Lease
with respect to Lender.

     4. That in the  event the  interests  of  Lessor  under the Lease  shall be
transferred  to  Lender  or any  nominee,  designee,  assignee  of Lender or any
purchaser  at  foreclosure  sale  (Lender or such other  party  referred to as a
ALender  Party@)  by  reason of  foreclosure,  deed in lieu of  foreclosure,  or
similar transaction. Lessee hereby covenants and agrees to make, for the benefit
and  reliance of Lender,  full and  complete  attornment  to the Lender Party as
substitute  lessor upon the same terms,  covenants and conditions as provided in
the Lease, except to the extent otherwise set forth herein.

     5. The  provisions  of this  Agreement be real  covenants  running with the
Property,  and shall be binding upon and inure to the benefit of the  respective
parties  hereto  and  their   respective   heirs,   executors,   administrators,
beneficiaries,  successors and assigns,  including without limitation any Lender
Party.

     6. Notwithstanding  anything contained herein to the contrary,  or anything
to the contrary in the Lease, Lender and any Lender Party shall not be:

     (a) Liable for any act or omission of Lessor, including without limitation,
any delay in opening the Project or the Premises for  occupancy  and any failure
to complete the  construction of the Premises or the Project or any improvements
therein;

     (b) Subject to any offsets,  claims of defenses  which Lessee might have as
Lessor;

     (c)  Required or  obligated  to credit  Lessee with any rent for any period
beyond the then current rental period which Lessee might have paid Lessor;

     (d) Bound by any amendments or  modifications  or voluntary  termination of
the Lease made without  Lender=s prior written  consent,  other than exercise of
rights, options or elections contained in the Lease; or

     (e) Bound to or liable for  refund of any  security  deposit  except to the
extent actually received by Lender or a Lender Party.

     7. Lessee shall not, without the express written consent of Agent:

     (a) Cancel, terminate or surrender the Lease, except as provided therein or
in any modification or amendment  specified herein or hereafter  consented to by
Lender;

     (b) After the date  hereof,  enter into any  agreement  with  Lessor or its
successors or assigns,  which grants any concession with respect to the Lease or
which materially compromises, discounts or otherwise reduced the rent called for
thereunder; or

     (c) After the date hereof, prepay rent more than one (1) month in advance.

     8. Lessor and Lessee hereby jointly and severally agree for the benefit and
reliance of Lender, that neither this Agreement, nor any assignment of the Lease
for collateral purposes,  nor anything to the contrary in the aforesaid Lease or
in any modifications or amendments thereto shall, prior to Lender=s  acquisition
of Lessor=s interest in and possession of the Property (and thereafter,  only to
the extent of the Property and not  personally),  operate to give rise or create
any responsibility or liability upon Lender for the control, care, management or
repair of the Property by any party whatsoever so for any dangerous or defective
condition  of the  Property;  or impose  responsibility  for the carrying out by
Lender  of any of the  covenants,  terms  and  conditions  of the  Lease  or any
modification or amendment  whether or not hereafter  consented to by Lender,  or
for any negligence in the management, upkeep, repair or control of said Property
resulting  in loss,  injury or death to any lessee,  licensee,  invitee,  guest,
employee,  agent or  stranger.  Notwithstanding  anything to the contrary in the
Lease,   Lender,   its  successors  and  assigns  (and  any  Lender  Party,   as
appropriate),  shall be responsible  for performance of only those covenants and
obligations of the Lease accruing  after Lender=s its  successors=  and assigns=
(or Lender Party=s,  as appropriate),  acquisition of Lessor=s  interests in and
possession of the Property.


<PAGE>
     9. Lessee  covenants  and agrees to make rental  payments  according to the
terms of such Assignment of Leases upon written demand by Lender in the event of
any default (as described therein). Lessor consents to payments being so made.

     10.  Lessee  agrees  that  this   Agreement   satisfies  any  condition  or
requirement  in  the  Lease  relating  to  the  granting  of  a  non-disturbance
agreement.

     11. Any notices  hereunder  shall be  effective  upon  mailing by certified
mail, return receipt requested,  or delivery by Federal Express addressed to the
recipient at its address set forth in the preambles  hereof or as to each party,
to such other address as the party may designate by a notice given in accordance
with the requirements contained herein.

     12.  This  Agreement  contains  the entire  agreement  between  the parties
hereto. This instrument may be executed in multiple  counterparts,  all of which
shall be deemed  originals and with the same effect as if all parties hereto had
signed the same  document.  Signature and  acknowledgment  pages may be detached
from  the  counterparts  and  attached  to a  single  copy of this  document  to
physically form one document.

     EXECUTED as of the date first above written.

                                       22



<PAGE>


<TABLE>
<CAPTION>

<S>                                                  <C>    
LESSOR:                                              ONTARIO MILLS LIMITED PARTNERSHIP, a
                                                     Delaware limited partnership

                                                     By:      ONTARIO MILLS, L.L.C., a
                                                              Delaware limited liability
                                                              company, its general partner

                                                     By:      THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership, its 
                                                              manager

                                                     By:      THE MILLS CORPORATION, a Delaware corporation, its general partner


                                                     By: ____________________
                                                         Judith Berson
                                                     Its:     Executive Vice President


LENDER:                                              BAYERISCHE  HYPOTHEKEN-UND WECHSEL-BANK AKTIENGESELLSCHAFT NEW YORK BRANCH, 
                                                       for itself and as Agent

By:      _______________________________
                                                              Authorized Signatory



LESSEE:                                              TOYS INTERNATIONAL, a California corporation
By:                                                  _________________________

Its:     _________________________

</TABLE>
                           ACKNOWLEDGMENT OF LANDLORD

COMMONWEALTH OF VIRGINIA                    )
                                            ) ss.
COUNTY OF ARLINGTON                         )

         On this ____ day of ____________________,  19____, before me personally
appeared Judith Berson,  to me known to be the person who executed the foregoing
Agreement of  Subordination,  Non-Disturbance  and Attornment  and  acknowledged
before me that she was duly authorized and did execute same on behalf of ONTARIO
MILLS LIMITED PARTNERSHIP, a Delaware limited partnership.


-----------------------------------
Notary Public
My Commission expires:_____________


         ACKNOWLEDGMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                       )

         On  ____________________,  19____, before me  _____________________,  a
Notary   Public  in  and  for  said   state   aforesaid,   personally   appeared
_______________________________,     as    _______________________    of    TOYS
INTERNATIONAL, a California corporation, 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.

-----------------------------------
Notary Public, ____________ County,
My Commission expires:_____________
[Notarial Seal]



<PAGE>
                            ACKNOWLEDGMENT OF LENDER


STATE OF NEW YORK                                    )
                                            ) ss.
COUNTY OF NEW YORK                          )

         On this ____ day of ____________________, 19____, before me, _________,
notary public,  personally appeared _____________ and ______________,  proved to
me on the basis of  satisfactory  evidence  to be the  persons  whose  names are
subscribed to the within  instrument and  acknowledged  to me that they executed
the same in their  authorized  capacities  and that by their  signatures  on the
instrument  the entity  upon  behalf of which the persons  acted,  executed  the
instrument.

WITNESS my hand and
official seal.

-----------------------------------
Notary Public
My Commission expires:_____________

                                       23



<PAGE>



         EXHIBIT H-1

         TENANT ESTOPPEL CERTIFICATE

     TO:  Bayerische   Hypotheken-und   Wechsel-Bank   Aktiengesellschaft,   its
successors  and assigns or an affiliate  (referred to herein as  ALender@),  for
itself and as agent for one or more co-lenders: ------

     The  undersigned  is the Lessee under that certain Lease  together with all
amendments,  modifications and supplements  thereto,  as more fully described on
Schedule A attached hereto, and made a part hereof  (collectively,  the ALease@)
by  and  between  ONTARIO  MILLS  LIMITED   PARTNERSHIP,   a  Delaware   limited
partnership,  as Lessor and TOYS INTERNATIONAL,  a California corporation having
an office at 550  Rancheros  Drive,  San Marcos,  California  92069,  as Lessee,
covering those certain premises  described  therein and located at Ontario Mills
Shopping Center, Ontario, California (APremises@).

     Capitalized  terms not otherwise defined herein shall have the meanings set
forth in the Lease.

     Except for any  amendments,  modifications  and  supplements  described  in
Schedule A the Lease has not been modified,  changed,  altered or amended in any
respect and is the only Lease or agreement  between the Lessee and Lessor or its
agents affecting the Premises.

     Lessee  has made no  agreements  with  Lessor or its  agents  or  employees
concerning free rent,  partial rent, rebate of rental payments or any other type
of rental concession (except as set forth in the Lease).

     No rent has been prepaid for more than one (1) month.

     The Lease is in full force and effect and Lessee has no right to  terminate
the Lease  (other than by reason of default by Lessor).  As of the date  hereof,
Lessee is  entitled  to no credit,  no free rent and no offset or  deduction  in
rent, except as set forth in the Lease.

     The Lessee and Lessor are not in default  under the Lease and,  to the best
of  Lessee=s  knowledge,  there is no event which with notice or passage of time
would constitute a default by Lessee or Lessor under the Lease.

     Lessee is in occupancy  and accepts  their space  demised under their Lease
and is paying rent. All construction  and other  obligations by Lessor have been
satisfied.  Lessor  has and is under no  obligation  to Lessee  with  respect to
payment  of the cost of  tenant  improvement  work to the  Premises,  except  as
specifically set forth in the Lease.


<PAGE>
     The Lease does not  contain  and the Lessee  does not have any  outstanding
options or rights of first  refusal to purchase the Premises or any part thereof
or the real property of which the Premises are a part.

     No actions,  whether voluntary of otherwise, are pending against the Lessee
under the bankruptcy laws of the United States or any state thereof.

     Any notices sent to Lender or its affiliates  shall be sent certified mail,
return receipt requested and addressed to Bayerische Hypotheken-und Wechsel-Bank
Aktiengesellschaft at its offices at 32 Old Slip, Financial Square, New York, NY
10005.

     This  certification  is made knowing  that Lender  relies upon the truth of
this certification in making certain fundings.

Dated as of this _______day of ______________________, 199___.


TOYS INTERNATIONAL, a California corporation


By:_____________________________________________

Its:_____________________________________________


                                    GUARANTY


ANNEXED TO AND  FORMING A PART OF LEASE  DATED  ________,  199__ BY AND  BETWEEN
ONTARIO MILLS LIMITED PARTNERSHIP,  A DELAWARE LIMITED PARTNERSHIP,  AS LANDLORD
AND PLAY CO. TOYS ENTERTAINMENT CORPORATION, A DELAWARE CORPORATION, AS TENANT.

         The undersigned,  PLAY CO. TOYS ENTERTAINMENT  CORPORATION,  a Delaware
corporation  having an address at 550 Rancheros  Drive,  San Marcos,  California
92069, in consideration  of the leasing of the Leased Premises  described in the
annexed  Lease  ("Lease")  to the above  named  Tenant  ("Tenant"),  does hereby
covenant and agree as follows:

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

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


<PAGE>
     C. The  Guaranty  shall  remain and  continue  in full force and effect and
shall  not  discharge  in whole  or in part  notwithstanding  (whether  prior or
subsequent  to  the  execution  hereof)  any  alteration,   renewal,  extension,
modification,   amendment  or   assignment   of,  or   subletting,   concession,
franchising,  licensing or permitting  under, the Lease. The undersigned  hereby
waives  notices of any of the  foregoing,  and agrees that the  liability of the
undersigned  here under shall be based upon the  obligations of Tenant set forth
in the Lease as the same may be altered, renewed, extended, modified, amended or
assigned. For the purpose of the Guaranty and the obligations and liabilities of
the  undersigned  hereunder,  "Tenant"  shall be deemed to  include  any and all
concessionaires,   licensees,  franchisees,   department  operators,  assignees,
subtenants,  permittees or others directly or indirectly operating or conducting
a business in or from the Leased  Premises,  as fully as if any of the same were
the named Tenant under the Lease.

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

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

     F. If this  Guaranty  is signed by more than one party,  their  obligations
shall be joint and several,  and the release of one of such guarantors shall not
release any other of such guarantors.

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

     H. In the  event  that  Landlord  should  institute  any suit  against  the
Guarantor(s)  for  violation of or to enforce any of the covenants or conditions
of this  Guaranty or to enforce any right of Landlord  hereunder,  or should the
undersigned  institute any suit against Landlord arising out of or in connection
with this  Guaranty,  or should either party  institute a suit against the other
for a declaration of rights  hereunder,  or should either party intervene in any
suit in which the other is a party, to enforce or protect its interest or rights
hereunder,  the prevailing  party in any such suit shall be entitled to the fees
of its  attorney(s) in the reasonable  amount  thereof,  to be determined by the
court and taxed as a part of the cost therein.

     I. The  execution of this Guaranty  after  execution of the Lease shall not
invalidate this Guaranty or lessen the obligations of Guarantor(s) hereunder.


<PAGE>
     IN WITNESS WHEREOF,  the undersigned has executed this Guaranty this day of
, 199__.


WITNESS/ATTEST:                                               GUARANTOR:

                                                     PLAY CO. TOYS ENTERTAINMENT
                                             CORPORATION, a Delaware corporation



By:
Its:__________________________



         ACKNOWLEDGMENT OF CORPORATE TENANT


STATE OF ___________________)
                                               )ss.
COUNTY OF __________________)


         On this ______ day of  ________________,  199__,  before me  personally
appeared _____________________________, to me personally known, who, being by me
duly    sworn,    did   for    himself/herself    say   that   he/she   is   the
_________________________ of ____________________, a __________, the corporation
named in and which executed the within instrument,  and that the seal affixed to
said  instrument  is the  corporate  seal of said  corporation,  and  that  said
instrument  was signed and sealed in behalf of said  corporation by authority of
its board of directors and acknowledged before me said instrument to be the free
act and deed of said corporation.


-----------------------------------
Notary Public My Commission expires:_____________

                                       24