<PAGE>

                                                                   Exhibit 10.16

                                LEASE AGREEMENT
                                ---------------

        THIS LEASE AGREEMENT ("Lease"), made as of the 31st day of August, 1999,
by and between CP GAL PLAINFIELD, LLC, a Delaware limited liability company
having an address of 805 South Figueroa Street, Suite 3500, Los Angeles,
California 90017 ("Landlord"), and GALYAN'S TRADING COMPANY, INC., an Indiana
corporation having an office at 2437 East Main Street, Plainfield, IN 46168
("Tenant").

                                   Agreement
                                   ---------

Landlord and Tenant agree as follows:

1.      Demise of Premises. Landlord demises and lets to Tenant, and Tenant
        ------------------
        takes and leases from Landlord, for the Term (defined below) and upon
        the provisions specified in this Lease the following described property
        (the "Leased Premises"):

        (i)    the lot or parcel of land described in Exhibit A to this Lease,
                                                      ---------
               together with the easements, rights and appurtenances thereunto
               belonging or appertaining (the "Land");

        (ii)   the buildings, structures and other improvements on the Land
               (collectively, the "Improvements"); and

        (iii)  the machinery and equipment which is attached to the Improvements
               in such a manner as to become fixtures under applicable law,
               together with all additions and accessions thereto, substitutions
               therefor and replacements thereof permitted by this Lease
               (collectively, the "Equipment");

        excepting therefrom the Trade Fixtures.

2.      Certain Definitions.
        -------------------

        (a)    "Additional Rent" means all amounts, costs, expenses,
               liabilities, indemnification obligations and/or other obligations
               (including but not limited to Tenant's obligation to pay any Net
               Awards or Purchase Price under this Lease) which Tenant is
               required to pay pursuant to the terms of this Lease other than
               Basic Rent.

        (b)    "Adjoining Property" means all sidewalks, curbs, gores and vault
               spaces adjoining the Leased Premises.

        (c)    "Alteration" or "Alterations" means any or all changes, additions
               (whether or not adjacent to or abutting any then existing
               Improvements), expansions (whether or not adjacent to or abutting
               any then existing Improvements), improvements, reconstructions,
               removals or replacements of any of the Improvements or Equipment,
               both interior or exterior, and ordinary and extraordinary.
<PAGE>

        (d)    "Basic Rent" means Basic Rent as defined in Section 6.

        (e)    "Basic Rent Payment Dates" means the Basic Rent Payment Dates as
               defined in Section 6.

        (f)    "Casualty Purchase Price" is defined in Section 15(j)(i).

        (g)    "Casualty Purchase Offer" is defined in Section 15(j)(ii).

        (h)    "Commencement Date" means the Commencement Date as defined in
               Section 5.

        (i)    "Condemnation" means a Taking and/or a Requisition.

        (j)    "Condemnation Termination Date" means the Condemnation
               Termination Date as defined in Section 13(b)(i).

        (k)    "Default Rate" means the Default Rate as defined in Section
               19(b)(iv).

        (l)    "Equipment" means the Equipment as defined in Section 1.

        (m)    "Event of Default" means an Event of Default as defined in
               Section 19(a).

        (n)    "GMAC" shall mean GMAC Commercial Mortgage Corporation or its
               successor in interest as Lender under the GMAC Loan.

        (o)    "GMAC Loan" means the loan made by GMAC Commercial Mortgage
               Corporation to Landlord on August 31, 1999.

        (p)    "Impositions" means the Impositions as defined in Section 8.

        (q)    "Improvements" means the Improvements as defined in Section 1.

        (r)    "Insurance Requirement" or "Insurance Requirements" means, as the
               case may be, any one or more of the terms of each insurance
               policy required to be carried by Tenant under this Lease and the
               requirements of the issuer of such policy, and whenever Tenant
               shall be engaged in making any Alteration or Alterations, repairs
               or construction work of any kind (collectively, "Work"), the term
               "Insurance Requirement" or "Insurance Requirements" will be
               deemed to include a requirement that Tenant obtain or cause its
               contractor to obtain completed value builder's risk insurance
               when the estimated cost of the Work in any one instance exceeds
               the sum of $500,000 and that Tenant or its contractor shall
               obtain worker's compensation insurance or other adequate
               insurance coverage covering all persons employed in connection
               with the Work, whether by Tenant, its contractors or
               subcontractors and with respect to whom death or bodily injury
               claims could reasonably be asserted against Landlord.

        (s)    "Land" means the Land as defined in Section 1.

                                       2
<PAGE>

        (t)    "Law" means any constitution, statute, code, ordinances, orders,
               judgments, decrees, injunctions, rules, regulations and
               requirements, even if unforeseen or extraordinary, of every duly
               constituted governmental authority or agency (but excluding those
               which by their terms are not applicable to and do not impose any
               obligation on Tenant, Landlord or the Leased Premises).

        (u)    "Leased Premises" means the Leased Premises as defined in Section
               1.

        (v)    "Legal Requirement" or "Legal Requirements" means, as the case
               may be, any one or more of all present and future Laws and all
               covenants, restrictions and conditions now of record which may be
               applicable to Tenant, Landlord (with respect to the Leased
               Premises) or to all or any part of or interest in the Leased
               Premises, or to the use, manner of use, occupancy, possession,
               operation, maintenance, alteration, repair or reconstruction of
               the Leased Premises, in each case, even if compliance therewith:
               (i) necessitates structural changes or improvements (including
               changes required to comply with the "Americans with Disabilities
               Act") or results in interference with the use or enjoyment of the
               Leased Premises; or (ii) requires Tenant to carry insurance other
               than as required by the provisions of this Lease.

        (w)    "Lender" means an entity identified as such in writing to Tenant
               which makes a Loan secured by a Mortgage and evidenced by a Note
               or which is the holder of the Mortgage and Note as a result of an
               assignment thereof.

        (x)    "Loan" means a loan made, from time-to-time during the Term, by a
               Lender secured by a Mortgage and evidenced by a Note.

        (y)    "Mortgage" means a first priority mortgage or similar first lien
               security instrument hereafter executed covering the Leased
               Premises and in favor of Lender.

        (z)    "Net Award" means the entire award payable to Landlord by reason
               of a Condemnation, less any reasonable out-of-pocket expenses
               incurred by Landlord in collecting such award.

        (aa)   "Net Proceeds" means the entire proceeds of any insurance
               required under clauses (i), (iv), (v) or (vi) of Section 14(a),
               less any actual and reasonable out-of-pocket expenses incurred by
               Landlord in collecting such proceeds.

        (bb)   "Note" or "Notes" means a promissory note or notes now or
               hereafter executed to Lender, which Note or Notes will be secured
               by a Mortgage.

        (cc)   "Permitted Encumbrances" means those covenants, restrictions,
               reservations, liens, conditions, encroachments, easements and
               other matters of title that affect the Leased Premises as of the
               date of Landlord's acquisition of the Leased Premises and any
               matters created and permitted under and pursuant to the express
               terms of this Lease or expressly consented to by Landlord,
               excepting, however, any mortgage placed on the Leased Premises
               for the purpose of securing the Loan.

                                       3
<PAGE>

        (dd)   "Purchase Price" is defined in Section 13(b)(i)(B).


        (ee)   "Replacement Equipment" means Replacement Equipment, as defined
               in Section 11(d).

        (ff)   "Requisition" means any temporary condemnation or confiscation of
               the use or occupancy of the Leased Premises by any governmental
               authority, civil or military, whether pursuant to an agreement
               with such governmental authority in settlement of or under threat
               of any such requisition or confiscation, or otherwise.

        (gg)   "Restoration" means the Restoration as defined in Section
               13(c)(i).

        (hh)   "State" means the State or Commonwealth in which the Leased
               Premises is situated.

        (ii)   "Taking" means any taking of the Leased Premises or any portion
               thereof in or by condemnation or other eminent domain proceedings
               pursuant to any Law, general or special, or by reason of any
               agreement with any condemnor in settlement of or under threat of
               any such condemnation or other eminent domain proceedings or by
               any other means, or any de facto condemnation.

        (jj)   "Term" means the Term as defined in Section 5.

        (kk)   "Termination Date" means the Termination Date as defined in
               Section 19(b)

        (ll)   "Trade Fixtures" means all fixtures, equipment and other items of
               personal property (whether or not attached to the Improvements)
               which are owned by Tenant and used in the operation of the
               business conducted on the Leased Premises.

        (mm)   "Trustee" means a federally insured bank or other financial
               institution selected by Landlord and Tenant and reasonably
               satisfactory to any Lender. With Lender's consent, Landlord and
               Tenant may select Lender as the Trustee. As of the date of this
               Lease, GMAC Commercial Mortgage Corporation, the current Lender,
               is the initial Trustee.

3.      Title and Condition.
        -------------------

        (a)    The Leased Premises are demised and let "as is," "where is"
               subject to: (i) the Permitted Encumbrances; (ii) all Legal
               Requirements and Insurance Requirements, including any existing
               violation of any thereof; and (iii) the condition of the Leased
               Premises as of the commencement of the Term, in each case,
               without representation or warranty by Landlord. The recital of
               the Permitted Encumbrances in this Lease may not be construed as
               a revival of any Permitted Encumbrances which for any reason may
               have expired.

        (b)    LANDLORD HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF ANY OF
               THE LEASED PREMISES, AND LANDLORD LEASES AND WILL LEASE, AND
               TENANT TAKES AND WILL TAKE, THE LEASED PREMISES

                                       4
<PAGE>

               "AS IS," "WHERE IS" AND TENANT ACKNOWLEDGES THAT LANDLORD
               (WHETHER ACTING AS LANDLORD UNDER THIS LEASE OR IN ANY OTHER
               CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR MAY LANDLORD BE
               DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR
               IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING
               ANY WARRANTY OR REPRESENTATION AS TO FITNESS FOR USE OR PURPOSE,
               DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE
               QUALITY OF THE MATERIAL OR WORKMANSHIP, LATENT OR PATENT, AS TO
               LANDLORD'S TITLE, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS,
               LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION,
               DURABILITY OR OPERATION, IT BEING AGREED THAT, ALL RISKS OF ANY
               KIND INCIDENT TO THE OWNERSHIP, USE, OCCUPANCY, POSSESSION OR
               OPERATION OF THE LEASED PREMISES, INCLUDING, WITHOUT LIMITATION,
               ALL RISKS OF ANY KIND TO ANY PERSON IN, ON OR ABOUT THE LEASED
               PREMISES, ARE TO BE BORNE BY TENANT, BUT EXCLUDING THE WILLFUL
               MISCONDUCT OR GROSS NEGLIGENCE OF LANDLORD. Tenant acknowledges
               that the Leased Premises are of its selection and to its
               specifications, and that the Leased Premises have been inspected
               by Tenant and are satisfactory. Landlord will not have any
               responsibility or liability with respect to any defect or
               deficiency in the Leased Premises of any nature, whether patent
               or latent, or for any actual, incidental or consequential damages
               (including strict liability in tort). Tenant agrees that it has
               selected and operated the Leased Premises and that Landlord
               cannot, as a factual matter, have in any way engaged in willful
               misconduct or been grossly or otherwise negligent with respect to
               any aspect of the Leased Premises now existing. The provisions of
               this Section 3(b) have been negotiated and are intended to be a
               complete exclusion and negation of any representations and
               warranties by Landlord, express or implied, with respect to the
               Leased Premises, arising pursuant to the uniform commercial code
               or any other Law now or hereafter in effect or otherwise.

        (c)    Tenant acknowledges and agrees that Tenant has examined the title
               to the Leased Premises prior to the execution and delivery of
               this Lease and has found such title to be satisfactory for the
               purposes contemplated by this Lease.

        (d)    Landlord assigns, without recourse or warranty whatsoever, to
               Tenant, all warranties, guaranties and indemnities, express or
               implied, and similar rights which Landlord may have against any
               manufacturer, seller, engineer, contractor or builder in respect
               of the Leased Premises, including, but not limited to, any rights
               and remedies existing under contract or pursuant to the uniform
               commercial code (collectively, the "Guarantees"). Such assignment
               will remain in effect until the termination or expiration of this
               Lease. Landlord also retains the right to enforce any Guarantees
               assigned in the name of Tenant upon the occurrence of an Event of
               Default. Landlord hereby agrees to execute and deliver at
               Tenant's expense such further documents, including powers of
               attorney, as Tenant may reasonably request in order that Tenant
               may have the full benefit of the assignment effected or intended
               to be

                                       5
<PAGE>

               effected by this Section 3(d). Upon the termination or expiration
               of this Lease, the Guarantees will automatically revert to
               Landlord. The foregoing provision of reversion is self-operative
               and no further instrument of reassignment will be required in
               confirmation of such reassignment. Notwithstanding the terms of
               the preceding sentence, Tenant shall also execute and deliver
               such further documents as Landlord may reasonably request in
               order that Landlord may have full benefit to enforce Guarantees
               upon the occurrence of an Event of Default or upon termination or
               expiration of this Lease. Any monies collected by Tenant under
               any of the Guarantees after the occurrence of and during the
               continuation of an Event of Default will be held in trust by
               Tenant and promptly paid over to Landlord.

        (e)    Upon Tenant's written request, Landlord shall enter into, at
               Tenant's expense, such easements, covenants, waivers, approvals
               or restrictions for utilities, parking or other matters as are
               desirable to Tenant for operation of the Leased Premises or
               adjacent properties (collectively, "Easements"), subject to
               Landlord's and any Lender's approval of the form and substance of
               such Easement, not to be unreasonably withheld or delayed.
               Landlord need not enter into any Easement that would result in
               the diminution in the value or utility of the Leased Premises,
               that would render the use of the Leased Premises dependent upon
               any other property or that would condition the use of the Leased
               Premises upon the use of any other property. Tenant's request (i)
               must be sent to both Landlord and any Lender in writing, by
               registered or certified U.S. mail only, return receipt requested,
               postage prepaid, (ii) must certify that, in Tenant's opinion, the
               Easement would not have an effect described in the preceding
               sentence, (iii) must state the consideration or other benefit to
               the Leased Premises, if any, to be paid or received for such
               Easement; (iv) must include Tenant's written undertaking
               acknowledging that Tenant remains liable under this Lease as
               principal and not merely as a surety or guarantor notwithstanding
               the establishment of any Easement and (z) shall obligate Tenant
               to provide Landlord and any Lender with such other instruments,
               certificates and opinions of counsel as Landlord or any Lender
               may reasonably request to confirm the foregoing. If either
               Landlord or any Lender fails to approve the form of any such
               Easement, within a period of 30 days from their respective
               receipt of Tenant's request, then either Landlord or any Lender,
               as the case may be, will be deemed to have disapproved the form
               of any such Easement. Within 15 days after Landlord's or any
               Lender's written request therefor, which request must contain
               reasonable supporting information, Tenant shall pay the
               reasonable attorney fees and third-party consulting fees incurred
               by Landlord and any Lender in connection with the review of
               Tenant's request, to a maximum of $2,000 each. Any such Easement
               shall be at the cost and expense of Tenant. Any consideration
               paid in connection with any such Easement shall be paid to the
               Landlord. In no event shall Landlord be obligated to perform any
               obligations in connection with such Easement that cannot be
               assumed and/or performed by Tenant.


        (f)    Tenant shall perform all obligations of and pay all out-of-pocket
               expenses which Landlord, as owner of the Leased Premises, may be
               required to pay in accordance with any Permitted Encumbrances,
               and shall comply with all of the terms and conditions of any
               Permitted Encumbrances applicable to Landlord during the Term.

                                       6
<PAGE>

               Tenant further covenants and agrees to indemnify, defend and hold
               harmless Landlord and any Lender against any claim, loss or
               damage suffered by Landlord or any Lender by reason of Tenant's
               failure to perform any obligations or pay any expenses as
               required under any of the Permitted Encumbrances or comply with
               the terms and conditions of any of the Permitted Encumbrances as
               provided in this Section 3(f) during the Term.

4.      Use of Leased Premises; Quiet Enjoyment.
        ---------------------------------------

        (a)    Except as set forth in Section 4(d) or as otherwise prohibited by
               this Lease and in accordance with the Insurance Requirements,
               Tenant may use the Leased Premises as a distribution center or
               for any other lawful purpose so long as such other lawful purpose
               will not: (i) have a material adverse effect on the value of the
               Leased Premises; (ii) materially increase (when compared to use
               as a retail store) the reasonable likelihood that Tenant,
               Landlord or any Lender will incur liability under any
               Environmental Law referred to in Section 26; or (iii) result in
               or give rise to any material environmental or other deterioration
               or degradation of the Leased Premises. In addition, Tenant may
               not use or permit the use of the Leased Premises for any purpose
               which violates any of the provisions of any Permitted Encumbrance
               or any covenants, restrictions or agreements hereafter created by
               or consented to by Tenant applicable to the Leased Premises.
               Tenant agrees that with respect to the Permitted Encumbrances and
               any covenants, restrictions or agreements hereafter created by or
               consented to by Tenant that Tenant will observe, perform and
               comply with and carry out the provisions thereof required to be
               observed and performed by Landlord.

        (b)    Subject to Tenant's rights under Section l8, Tenant will not
               permit any unlawful occupation, business or trade to be conducted
               on the Leased Premises or any use to be made of the Leased
               Premises contrary to applicable Legal Requirements or Insurance
               Requirements. Subject to Tenant's rights under Section 18, Tenant
               will not use, occupy or permit any of the Leased Premises to be
               used or occupied, nor do or permit anything to be done in or on
               the Leased Premises, in a manner which would: (i) make void or
               voidable any insurance which Tenant is required under this Lease
               to then maintain in force with respect to the Leased Premises;
               (ii) affect the ability of Tenant to obtain any insurance which
               Tenant is required to furnish under this Lease; or (iii) cause
               any injury or damage to the Improvements unless caused in
               connection with the making of Alterations permitted under Section
               12 all of which injury or damage shall be repaired by Tenant at
               Tenant's sole cost and expense.

        (c)    Subject to all of the provisions of this Lease, so long as no
               Event of Default exists, Landlord covenants to do no act to
               disturb the peaceful and quiet occupation and enjoyment of the
               Leased Premises by Tenant.

        (d)    Tenant may not use the Leased Premises for any of the following
               uses:

               (i)     a gun range, except as may be incidental to the operation
                       of a sporting goods facility;

               (ii)    distilling, refining or smelting plant;

                                       7
<PAGE>

               (iii)   central laundry or dry cleaning plant;

               (iv)    massage parlor, adult book store, adult movie theater or
                       other sexually oriented shops, or any other establishment
                       which exhibits live to any degree nude or topless dancers
                       or waitstaff or similar establishments;

               (v)     funeral home, funeral parlor, or mortuary;

               (vi)    off-track betting establishment;

               (vii)   flea market; and

               (viii)  a labor camp, junkyard or stockyard.

5.      Term.
        ----

        (a)    Subject to the provisions of this Lease, Tenant will have and
               hold the Leased Premises for an initial term ("Initial Term")
               commencing on August 31, 1999 (the "Commencement Date"). The
               Initial Term will terminate on the date that is the twentieth
               anniversary of the last day of the calendar month in which the
               Commencement Date occurs. The Initial Term and any Renewal Terms
               (defined below) which come into effect are collectively called
               the "Term". As used in this Lease, "Lease Year" means each of (i)
               the period beginning on the Commencement Date and ending on the
               first anniversary of the last day of the calendar month in which
               the Commencement Date occurs, (ii) the one-year period beginning
               on the date (the "Anniversary Date") that is the first
               anniversary of the first day of the calendar month following the
               calendar month in which the Commencement Date occurs, and (iii)
               all other one-year periods during the Term beginning on an
               anniversary of the Anniversary Date.

        (b)    Provided this Lease has not been terminated pursuant to the
               provisions of Sections 13(b) or 19, this Lease and the Term will
               automatically extend for that number of consecutive Renewal Terms
               set forth in Exhibit B to this Lease (each, a "Renewal Term"),
                            ---------
               each for the duration set forth in Exhibit B to this Lease, upon
                                                  ---------
               the condition that Tenant may cancel any future Renewal Terms by
               giving notice ("Renewal Term Cancellation Notice") to Landlord in
               writing at least twelve months prior to the expiration of the
               then current Term (excluding any future Renewal Terms). Upon the
               giving of a Renewal Term Cancellation Notice, this Lease and the
               Term will terminate at the close of business on the later of: (i)
               the 90th day following the giving of the Renewal Term
               Cancellation Notice; and (ii) the last day of the then current
               Term (excluding any future Renewal Terms). If the effect of the
               preceding sentence is to extend the Term, then the Term will be
               so extended on the terms and conditions and for the Rent in
               effect for the Term expiring. Any Renewal Term will be subject to
               all of the provisions of this Lease, and all such provisions will
               continue in full force, except that the Basic Rent for each
               Renewal Term will be the amounts determined in accordance with
               the schedule set forth in Exhibit B to this Lease. If Tenant
                                         ---------
               timely gives a Renewal Term Cancellation Notice, then all options
               with regard to subsequent Renewal Terms will expire and be void.

6.      Rent.
        ----

                                       8
<PAGE>

        (a)    Tenant will pay to Landlord (or to any Lender, if directed by
               Landlord), as minimum annual rent for the Leased Premises during
               the Term, the amounts set forth in Exhibit B to this Lease
                                                  ---------
               ("Basic Rent"), monthly in advance commencing on the Commencement
               Date and continuing on the first day of October, 1999 and the
               first day of each subsequent month during the Term (each, a
               "Basic Rent Payment Date"). Tenant will pay the Basic Rent at
               Landlord's address set forth below, or at such other place as
               Landlord from time to time may designate to Tenant in writing, in
               funds which at the time of such payment will be legal tender for
               the payment of public or private debts in the United States of
               America and if required by any Lender by wire transfer in
               immediately available federal funds to such account in such bank
               as any Lender may reasonably designate, from time to time. If the
               Commencement Date occurs on a date other than the first day of a
               calendar month, then Basic Rent for the period from and including
               the Commencement Date through and including the last day of the
               following month will be paid on the Commencement Date in the
               amount equal to 1/30 of the monthly Basic Rent for the initial
               term set forth on Exhibit B to this Lease for each day during
                                 ---------
               such period. As long as the GMAC Loan shall remain outstanding
               and Tenant shall be paying Basic Rent directly to such Lender,
               Tenant shall provide Landlord notice of payment of Basic Rent or
               Additional Rent by Tenant directly to such Lender on the day of
               such payment.

        (b)    Tenant will pay and discharge before the imposition of any fine,
               lien, interest or penalty may be added thereto for late payment
               thereof, as Additional Rent, all other amounts and obligations
               which Tenant assumes or agrees to pay or discharge pursuant to
               this Lease, together with every fine, penalty, interest and cost
               which may be added by the party to whom such payment is due for
               nonpayment or late payment thereof. If Tenant fails to pay or
               discharge any Additional Rent, Landlord will have all rights,
               powers and remedies with respect to such Additional Rent that are
               provided in this Lease, by law or otherwise, for nonpayment of
               Basic Rent.

        (c)    If any installment of Basic Rent is not paid within three (3)
               business days after the date due, Tenant will pay to Landlord or
               any Lender, as the case may be, on demand as Additional Rent a
               late charge equal to five percent (5%) on such overdue
               installment of Basic Rent (such amount, the "Late Charge").

        (d)    It is the intent of Landlord and Tenant that this Lease is a true
               lease and does not represent a financing arrangement. Each party
               will reflect the transactions represented by this Lease in all
               applicable books, records and reports (including, without
               limitation, income tax filings) in a manner consistent with "true
               lease" treatment rather than "financing" treatment.
               Notwithstanding the foregoing, Tenant acknowledges and agrees
               that Landlord has not made any representations or warranties
               concerning the tax, accounting or legal characteristics of the
               Lease or any aspect of the transaction described herein and that
               Tenant has obtained and relied upon such tax, accounting and
               legal advice concerning this Lease and the transaction described
               herein as it deems appropriate.

                                       9
<PAGE>

7.      Net Lease; Non-Terminability.
        ----------------------------

        (a)    This is a net Lease and Basic Rent and Additional Rent will be
               paid, except as otherwise expressly set forth in this Lease,
               without notice, demand, setoff, counterclaim, recoupment,
               abatement, suspension, deferment, diminution, deduction,
               reduction, defense or relief from valuation or appraisement laws.

        (b)    Except as otherwise expressly provided in this Lease, this Lease
               will not terminate and Tenant will not have any right to
               terminate this Lease during the Term. Except as otherwise
               expressly provided in this Lease, Tenant will not be entitled to
               any setoff, counterclaim, recoupment, abatement, suspension,
               deferment, diminution, deduction, reduction or defense of or to
               Basic Rent, Additional Rent or any other sums payable under this
               Lease; and except as otherwise expressly provided in this Lease,
               the obligations of Tenant under this Lease will not be affected
               by any interference with Tenant's use of any of the Leased
               Premises for any reason, including but not limited to the
               following: (i) any damage to or destruction of any of the Leased
               Premises by any cause whatsoever; (ii) any Condemnation; (iii)
               the prohibition, limitation or restriction of Tenant's use of any
               of the Leased Premises; (iv) any eviction by paramount title or
               otherwise; (v) Tenant's acquisition of ownership of any of the
               Leased Premises other than pursuant to an express provision of
               this Lease; (vi) any default on the part of Landlord under this
               Lease or under any other agreement; (vii) any latent or other
               defect in, or any theft or loss of any of the Leased Premises;
               (viii) the breach of any warranty of any seller or manufacturer
               of any of the Equipment or any other portion of the Leased
               Premises ; (ix) any violation of Paragraph 4(c) by Landlord; or
               (x) any other cause, whether similar or dissimilar to the
               foregoing, any present or future Law to the contrary
               notwithstanding. It is the intention of the parties hereto that
               the obligations of Tenant under this Lease will be separate and
               independent covenants and agreements, and that Basic Rent,
               Additional Rent and all other sums payable by Tenant hereunder
               will continue to be payable in all events (or, in lieu thereof,
               Tenant shall pay amounts equal thereto), and that the obligations
               of Tenant under this Lease will continue unaffected, unless this
               Lease shall have been terminated pursuant to an express provision
               of this Lease.

        (c)    Tenant agrees that it will remain obligated under this Lease in
               accordance with its provisions and that, except as otherwise
               expressly provided in this Lease, Tenant will not take any action
               to terminate, rescind or avoid this Lease, notwithstanding: (i)
               the bankruptcy, insolvency, reorganization, composition,
               readjustment, liquidation, dissolution, winding-up or other
               similar proceeding affecting Landlord; (ii) the exercise of any
               remedy, including foreclosure, under the Mortgage; or (iii) any
               action with respect to this Lease (including the disaffirmance of
               this Lease) which may be taken by Landlord under the Federal
               Bankruptcy Code or by any trustee, receiver or liquidator of
               Landlord or by any court under the Federal Bankruptcy Code or
               otherwise.

        (d)    This Lease is the absolute and unconditional obligation of
               Tenant. Tenant waives all rights which are not expressly stated
               in this Lease but which may now or hereafter otherwise be
               conferred by Law: (i) to quit, terminate or surrender this Lease
               or the

                                      10
<PAGE>

               Leased Premises; (ii) to any setoff, counterclaim, recoupment,
               abatement, suspension, deferment, diminution, deduction,
               reduction or defense of or to Basic Rent or Additional Rent,
               except as otherwise expressly provided in this Lease; and (iii)
               for any statutory lien or offset right against Landlord or its
               property.

8.      Payment of Impositions; Compliance with Legal Requirements and Insurance
        ------------------------------------------------------------------------
        Requirements.
        ------------


        (a)   (i)     Subject to Section 8(a)(ii), as used in this Lease the
                      term "Impositions" means, collectively: all taxes, levies,
                      assessments and governmental charges of any kind imposed
                      by any federal, state, regional, municipal, local or other
                      governmental authority or agency, including, without
                      limitation, quasi-public agencies ("Governmental
                      Authority") of every kind and nature (including real, ad
                      valorem, personal property, gross income, franchise,
                      withholding, profits and gross receipts taxes) (A) on or
                      with respect to the Leased Premises, or (B) imposed on or
                      measured by or based, in whole or in part, on rent payable
                      to Landlord under this Lease and/or from the rental by
                      Landlord of the Leased Premises or any portion thereof, or
                      (C) based on the square footage, assessed value or other
                      measure or evaluation of any kind of the Leased Premises
                      or any portion thereof, or (D) assessed or imposed by or
                      on the operation or maintenance of any portion of the
                      Leased Premises or any portion thereof, including parking,
                      or (E) assessed or imposed by, or at the direction of, or
                      resulting from statutes or regulations, or interpretations
                      thereof, promulgated by, any Governmental Authority, or
                      (F) imposed as a license or other fee on Landlord's
                      business of leasing the Leased Premises or any portion
                      thereof; all charges and taxes for any easement or
                      agreement maintained for the benefit of the Leased
                      Premises or any portion thereof; all general and special
                      assessments, levies, permits, inspection and license fees
                      on or with respect to the Leased Premises or any portion
                      thereof and the rents therefor; all water and sewer rents
                      and other utility charges on or with respect to the Leased
                      Premises or any portion thereof; all ground rents on or
                      with respect to the Leased Premises or any portion
                      thereof; and all other public charges and taxes whether of
                      a like or different nature, even if unforeseen or
                      extraordinary, imposed or assessed upon or with respect to
                      the Leased Premises or any portion thereof, prior to or
                      during the Term, against Landlord, Tenant or the Leased
                      Premises or any portion thereof as a result of or arising
                      in respect of the occupancy, leasing, use, ownership,
                      maintenance, operation, management, repair or possession
                      of the Lease Premises or any portion thereof, or any
                      activity conducted on the Leased Premises, or the Basic
                      Rent or Additional Rent, including without limitation, any
                      gross income tax, sales tax, occupancy tax or excise tax
                      levied by any governmental or quasi-governmental body on
                      or with respect to such Basic Rent or Additional Rent.

                      If received by Landlord, Landlord will immediately deliver
                      to Tenant any bill or invoice with respect to any
                      Imposition. To the extent the Land is subject to any tax
                      increment financing agreements (the "TIF"), Tenant and
                      Landlord acknowledge and agree that Tenant shall be
                      entitled to any and all rebates

                                       11
<PAGE>

                      associated with the TIF for the Land and Landlord hereby
                      assigns its rights to any and all TIF rebates for the Land
                      to Tenant. In the event Landlord receives any TIF rebates
                      associated with the Land, Landlord agrees to promptly
                      forward such monies to Tenant.

               (ii)   Nothing herein obligates Tenant to pay, and the term
                      "Impositions" will exclude federal, state or local: (A)
                      transfer taxes as the result of a conveyance by (or
                      suffered by) Landlord; (B) franchise, capital stock or
                      similar taxes if any, of Landlord; (C) income, excess
                      profits or other taxes, if any, of Landlord, determined on
                      the basis of or measured by its net income; or (D) any
                      estate, inheritance, succession, gift, capital levy or
                      similar taxes, unless the taxes referred to in clauses (B)
                      and (C) above are in lieu of or a substitute for any other
                      tax or assessment upon or with respect to the Leased
                      Premises which, if such other tax or assessment were in
                      effect at the commencement of the Term, would be payable
                      by Tenant. If any assessment against the Leased Premises
                      may be paid in installments, Tenant will have the option
                      to pay such assessment in installments; and in such event,
                      Tenant will be liable only for those installments which
                      become due and payable during, or with respect to, the
                      Term. Tenant will prepare and file all tax reports
                      required by governmental authorities which relate to the
                      Impositions. Tenant will deliver to Landlord and to any
                      Lender, within 30 days after the receipt thereof, copies
                      of all settlements and notices pertaining to the
                      Impositions which may be issued by any governmental
                      authority and receipts for payments of all Impositions
                      made during each calendar year of the Term, within 30 days
                      after payment, except to the extent such impositions are
                      paid by Landlord or Lender.

        (b)    On each Basic Rent Payment Date, Tenant shall make a monthly
               escrow deposit into an interest-bearing account of Landlord's
               choice (the "Escrow Account") maintained with the Trustee. All
               interest earned on the funds in the Escrow Account will belong to
               Tenant, and the Trustee shall pay the interest to Tenant
               quarterly; provided, however, that if such Escrow Account is
               required to be held by a Lender acting as Trustee under the terms
               of any Loan, then Tenant shall only be entitled to such interest
               on such Escrow Account that is payable to Landlord under the
               terms of such Loan. The amount of each monthly escrow deposit
               will be equal to 1/12 of the total amount of all Impositions that
               Landlord or any Lender reasonably estimates will be due and
               payable during the next ensuing twelve months. Initially, the
               amount of each monthly escrow deposit will be $1,733.92. From
               time to time, Landlord or any Lender may change the monthly
               escrow deposit amount to an amount reasonably determined by
               Landlord or any Lender to reflect an accurate escrow of Tenant's
               estimated obligation to discharge Impositions, by giving Tenant
               30 days prior written notice. The notice must include information
               reasonably supporting the new amount. Tenant shall pay the
               noticed amount as its monthly escrow deposit for each deposit due
               after the expiration of the 30-day period.

        (c)    Before interest or penalties are due thereon, but subject to the
               provisions of Section 18, Tenant shall direct the Trustee to pay
               all Impositions from the Escrow Account.

                                       12
<PAGE>

               If the amount of funds in the Escrow Account is insufficient to
               fully pay and discharge any Impositions, Tenant shall pay the
               difference from its own accounts. If Tenant fails to pay any
               Impositions when due, or if Landlord or any Lender reasonably
               determine that because of Tenant's bankruptcy or similar
               occurrence, Tenant is unable generally to pay its bills when due,
               Tenant hereby authorizes Landlord and any Lender to use funds in
               the Escrow Account to pay the Impositions and any penalties or
               interest due thereon. If the amount of the Impositions paid by
               Landlord or any Lender exceeds the amount in the Escrow Account,
               Landlord or any Lender may bill Tenant for the excess, and Tenant
               shall pay the excess to Landlord or any Lender, as appropriate,
               within 10 business days after receiving the bill.

        (d)    During such times as Tenant maintains a Standard & Poors rating
               of BBB- or better, Tenant will not be required to maintain an
               escrow account for the payment of Impositions, but subject to the
               provisions of Section 18, Tenant shall instead pay all
               Impositions directly, before interest or penalties are due
               thereon. So long as the GMAC Loan shall be outstanding, Tenant's
               right to relief from maintenance of an escrow account for the
               payment of Impositions under this paragraph (d) shall be
               expressly conditioned on GMAC's waiving any similar escrow
               requirement imposed on Landlord under the mortgage or other
               security instrument securing the GMAC Loan.

        (e)    Subject to the provisions of Section 18, Tenant shall promptly
               comply with and conform to all of the Legal Requirements and
               Insurance Requirements.

9.      Liens; Recording and Title.
        --------------------------

        (a)    Subject to Section 18, Tenant will not, directly or indirectly,
               create or permit to be created or to remain, and will promptly
               discharge, any lien on the Leased Premises, on the Basic Rent or
               Additional Rent, other than the Mortgage, the Permitted
               Encumbrances and any mortgage, lien, encumbrance or other charge
               created by or resulting from any act or omission by Landlord or
               those claiming by, through or under Landlord (except Tenant).
               Notice is hereby given that Landlord will not be liable for any
               labor, services or materials furnished or to be furnished to
               Tenant, or to anyone holding the Leased Premises through or under
               Tenant, and that no mechanic's or other liens for any such labor,
               services or materials will attach to or affect the interest of
               Landlord in and to any of the Leased Premises.

        (b)    Landlord and Tenant will each execute, acknowledge and deliver to
               the other a written Memorandum of this Lease to be recorded in
               the appropriate land records of the jurisdiction in which the
               Leased Premises is located, to give public notice and protect the
               validity of this Lease. In the event of any discrepancy between
               the provisions of the recorded Memorandum of this Lease and the
               provisions of this Lease, the provisions of this Lease will
               prevail.

        (c)    Nothing in this Lease and no action or inaction by Landlord will
               be deemed or construed to mean that Landlord has granted to
               Tenant any right, power or permission to do any act or to make
               any agreement which may create, give rise to,

                                       13
<PAGE>

               or be the foundation for, any right, title, interest or lien in
               or upon the estate of Landlord in the Leased Premises.

        (d)    Landlord expressly disclaims any lien, direct or indirect, it may
               be deemed or construed to have, whether by statute or not, on any
               of Tenant's personal property located or used on the Leased
               Premises, including, but not limited to, any lien on Tenant's
               inventory and Trade Fixtures.

10.     Indemnification.
        ---------------


        (a)    Tenant shall defend, pay, protect, indemnify, save and hold
               harmless Landlord and any Lender, and their respective officers,
               directors, shareholders, partners, beneficial owners, trustees,
               members, managers, agents and employees (each, an "Indemnified
               Party"), from and against any and all liabilities, losses,
               damages, penalties, reasonable out-of-pocket costs and expenses
               (including attorneys' fees and expenses), causes of action,
               suits, claims, demands or judgments of any nature whatsoever,
               howsoever caused, arising from the Lease or the use, non-use,
               occupancy, operation, condition, design, construction,
               maintenance, repair or rebuilding of the Leased Premises during
               the Term, and any injury to or death of any person or persons or
               any loss of or damage to any property, real or personal, in any
               manner arising therefrom, connected therewith or occurring
               thereon, whether or not such Indemnified Party has or should have
               knowledge or notice of the defect or conditions, if any, causing
               or contributing to said injury, death, loss, damage or other
               claim; except to the extent that any such liability, loss,
               damage, penalty, cost, expense, cause of action, suit, claim,
               demand or judgment is the result of the gross negligence of such
               Indemnified Party or the intentional act of such Indemnified
               Party. If any action or proceeding is brought against any
               Indemnified Party by reason of any such claim against which
               Tenant has agreed to defend, pay, protect, indemnify, save and
               hold harmless pursuant to the preceding sentence, Tenant
               covenants, upon advance written notice received from such
               Indemnified Party, to resist or defend such Indemnified Party in
               such action, with the expenses of such defense paid by Tenant,
               and such Indemnified Party will cooperate and assist in the
               defense of such action or proceeding if reasonably requested to
               do so by Tenant.

        (b)    The obligations of Tenant under this Section 10 will survive any
               expiration or termination of this Lease.

11.     Maintenance and Repair.
        ----------------------

        (a)    Tenant will at all times during the Term put, keep and maintain
               the Leased Premises in the same condition and order of repair
               that exists as of: (i) the date of substantial completion
               thereof, if the building and related improvements are not
               complete as of the date of this Lease, (ii) with respect to
               Alterations made in accordance with Section 12, the date of
               substantial completion of such Alterations, or (iii) in all other
               cases, the date of this Lease. Tenant will at all times during
               the Term promptly make all repairs and replacements of every kind
               and nature, whether foreseen or unforseen, which may be required
               to be made upon or in connection with the Leased Premises

                                       14
<PAGE>

               during the Term in order to keep and maintain the Leased Premises
               in the order and condition required by this Section 11(a). Tenant
               will do or cause others to do all shoring of the Leased Premises
               or of foundations and walls of the Improvements and every other
               act necessary or appropriate for preservation and safety thereof
               during the Term, by reason of or in connection with any
               excavation or other building operation upon any of the Leased
               Premises, whether or not Landlord is, by reason of any Legal
               Requirements or Insurance Requirements, required to take such
               action or liable for failure to do so. Landlord will not be
               required to make any repair, whether foreseen or unforeseen, or
               to maintain any of the Leased Premises or Adjoining Property
               (except if owned by Landlord) in any way, and Tenant hereby
               expressly waives the right to make repairs at the expense of the
               Landlord, which right may be provided for in any Law now or
               hereafter in effect. Nothing in the preceding sentence will be
               deemed to preclude Tenant from being entitled to insurance
               proceeds or condemnation awards for Restoration pursuant to
               Sections 13(c) and 14(g). Tenant will, in all events, make all
               repairs for which it is responsible promptly, and all repairs
               will be in a good, proper and workmanlike manner.

        (b)    If any Improvement violates any Legal Requirements or Insurance
               Requirements as of the date hereof or at any time during the Term
               and as a result of such violation enforcement action is
               threatened or commenced against Landlord, Tenant or with respect
               to the Leased Premises, then Tenant, at the request of Landlord,
               will either: (i) obtain valid and effective waivers or
               settlements of all claims, liabilities and damages resulting from
               each such violation, whether the same will affect Landlord,
               Tenant or both; or (ii) take such action as will be necessary to
               remove such violation, including, if necessary, any Alteration.
               Any such repair or Alteration will be made in conformity with the
               provisions of Section 12 at Tenant's sole cost and expense.

        (c)    If Tenant is in default under any of the provisions of this
               Section 11 or Section 26, Landlord may after 30 business days
               written notice received by Tenant and failure of Tenant to cure
               during such 30-business-day period, but without notice in the
               event of an emergency, do whatever is necessary to cure such
               default as may be reasonably appropriate under the circumstances
               for the account of and at the expense of Tenant. If there is an
               emergency, Landlord will notify Tenant of the situation by phone
               or other available communication. All reasonable sums paid by
               Landlord and all reasonable out-of-pocket costs and expenses
               (including, without limitation, attorneys' fees and expenses)
               paid by Landlord under this Section 11, together with interest
               thereon at the Default Rate from the date of payment, will
               constitute Additional Rent payable by Tenant under this Lease and
               will be paid by Tenant to Landlord on demand.

        (d)    Tenant will from time to time replace with other operational
               equipment or parts (the "Replacement Equipment") any of the
               Equipment which becomes worn out or unusable for the purpose for
               which it is intended, is taken by a Condemnation as provided in
               Section 13, or been lost, stolen, damaged or destroyed as
               provided in Section 14. Tenant will repair at its sole cost and
               expense all damage to the Leased Premises caused by the removal
               of Equipment or Replacement Equipment or other personal property
               of Tenant or the installation of Replacement Equipment during the


                                       15
<PAGE>

               Term. All Replacement Equipment will become the property of
               Landlord, will be free and clear of all liens and rights of
               others and will become a part of the Equipment as if originally
               demised under this Lease.

12.     Alterations.
        -----------

        (a)    Tenant (i) will not make any Alterations which would (after the
               completion thereof) impair the structural integrity of the Leased
               Premises without Landlord's prior written consent, which consent
               may be withheld in Landlord's sole discretion; and (ii) may make
               any other Alterations without the prior written consent of
               Landlord provided such Alterations comply with the provisions of
               Section 12(b).

        (b)    If Landlord gives its prior written consent to any Alterations,
               or if such consent is not required, Tenant agrees that in
               connection with any Alteration: (i) the fair market value of the
               Leased Premises will not be lessened in any material respect
               after the completion of any such Alteration, nor shall the
               structural integrity of the Leased Premises be impaired; (ii) the
               Alteration and any Alteration theretofore made or thereafter to
               be made may not in the aggregate reduce the gross floor area of
               the Improvements by more than 10%; (iii) all such Alterations
               will be performed in a good and workmanlike manner, and will be
               expeditiously completed in compliance with all Legal
               Requirements; (iv) all work done in connection with any such
               Alteration will comply with all Insurance Requirements; (v)
               Tenant will promptly pay all costs and expenses of any such
               Alteration, and will (subject to the provisions of Section 18)
               discharge all liens filed against any of the Leased Premises
               arising out of the same; (vi) Tenant will, prior to making any
               Alterations, procure and pay for all permits and licenses
               required in connection with any such Alteration; (vii) in the
               case of any Alteration the estimated cost of which in any one
               instance exceeds $500,000 (A) such Alteration will be made under
               the supervision of an architect or engineer and, in accordance
               with plans and specifications which will be submitted to Landlord
               (for informational purposes only where Landlord's consent is not
               required) prior to the commencement of the Alterations, and (B)
               Tenant shall deliver or cause its general contractor to deliver
               to Landlord payment and performance bonds (issued by companies
               and in a form reasonably acceptable to Landlord) covering all
               such Alterations, provided that such requirement shall be waived
               to the extent Tenant shall have a Standard & Poor's rating of
               BBB- or better; (viii) all such Alterations will be the property
               of Landlord and will be subject to this Lease; (ix) Tenant will
               execute any documents or instruments reasonably required, if any,
               by Landlord to transfer, assign and convey such Alterations to
               Landlord, and (x) at least ten (10) days before beginning
               construction of structural Alterations, Tenant shall send written
               notice of its intent to make such structural Alterations to
               Landlord, which notice must contain plans and specifications
               relating to the contemplated Alterations. Tenant shall also
               deliver to Landlord copies of such licenses and permits that
               Tenant is required to obtain in connection with the construction
               of the Alterations, either with Tenant's notice described in the
               preceding clause (x) or within a reasonable time after receiving
               such licenses and permits. No consent of Landlord will be
               required in connection with Tenant's obligations under the
               preceding clause (x), unless such notice is otherwise required
               under Section 12(a).

                                       16
<PAGE>

13.     Condemnation.
        ------------

        (a)    Tenant, promptly after obtaining knowledge of the institution of
               any proceeding for Condemnation, will notify Landlord thereof and
               Landlord will be entitled to participate in any Condemnation
               proceeding. Landlord, promptly after obtaining knowledge of the
               institution of any proceeding for Condemnation, will notify
               Tenant thereof and Tenant will have the right to participate in
               such proceedings. Subject to the provisions of this Section 13
               and Section 15, Tenant irrevocably assigns to Lender, if any, or
               to Landlord, in that order, any award or payment in respect of
               any Condemnation of any interest in the Leased Premises, except
               that (except as provided below) nothing in this Lease will be
               deemed to assign to Landlord or any Lender any award or payment
               on account of the Trade Fixtures, moving expenses and
               out-of-pocket expenses incidental to the move, if available, to
               the extent Tenant has a right to make a separate claim therefor
               against the condemnor. Notwithstanding the preceding sentence,
               Tenant will in no event be entitled to any payment that reduces
               the award to which Landlord is or would be entitled for the
               condemnation of Landlord's interest in the Leased Premises.

        (b)    (i)     (A)   Tenant may terminate this Lease if any of the
                       following becomes the subject of a Taking by a duly
                       constituted authority or agency having jurisdiction: (I)
                       the entire Leased Premises; (II) at least 35% of the
                       Land; (III) at least 10% of the building constructed on
                       the Land; or (IV) any means of ingress, egress or access
                       to, or parking, at the Leased Premises, the loss of which
                       even after Restoration would be, in Tenant's reasonable
                       business judgment, substantially and materially adverse
                       to the business operations of Tenant at the Leased
                       Premises. In order to exercise this termination right,
                       Tenant will, not later than 90 days after a Taking has
                       occurred, serve notice ("Tenant's Termination Notice")
                       upon Landlord of Tenant's intention to terminate this
                       Lease on any Basic Rent Payment Date specified in such
                       Tenant's Termination Notice, which date (the
                       "Condemnation Termination Date") will be no sooner than
                       the first Basic Rent Payment Date occurring at least 30
                       days after the date of Tenant's Termination Notice.

                       (B)   If Tenant serves a Tenant's Termination Notice upon
                       Landlord, Tenant will, as part of such Tenant's
                       Termination Notice, offer to purchase the Leased Premises
                       and the award (or, if no part of the Leased Premises will
                       remain, the entire award) for the applicable price (the
                       "Purchase Price") computed in accordance with Exhibit C
                                                                     ---------
                       to this Lease plus all other amounts which may be due and
                       owing to Landlord by reason of any default by Tenant in
                       complying with its obligations under this Lease (the
                       "Additions to Purchase Price"), which offer may be
                       rejected by Landlord as set forth below.

                       (C)   If Landlord elects not to accept Tenant's offer to
                       purchase described in Section 13(b)(i)(B), Landlord will
                       give notice thereof to Tenant within 60 days after the
                       receipt of Tenant's Termination Notice.

                                       17
<PAGE>

                       (D)   Should an offer to purchase not be accepted by
                       Landlord, this Lease will be terminated as above provided
                       and the entire award made in the Condemnation proceeding
                       with respect to the Leased Premises will be paid to
                       Landlord.

                       (E)   Landlord's notice not to accept Tenant's offer to
                       purchase described in Section 13(b)(i)(B) will be void
                       and of no effect unless accompanied by the written notice
                       of any Lender to the effect that such Lender has
                       consented to Landlord's rejection of such offer to
                       purchase. Should such notices of Landlord or any Lender
                       rejecting Tenant's offer to purchase described in Section
                       13(b)(i)(B) not be served within the 60-day period, then
                       such offer will be deemed accepted.

               (ii)    If Landlord accepts or is deemed to have accepted
                       Tenant's offer to purchase described in Section
                       13(b)(i)(B), title shall close and the Purchase Price and
                       Additions to Purchase Price will be paid as provided in
                       this Lease. In such event Tenant will be entitled to and
                       shall receive any and all awards with respect to the
                       Leased Premises then or thereafter made in the
                       Condemnation proceeding and Landlord will assign (or in
                       case of any award previously made, deliver to Tenant on
                       the Closing Date (defined below)) such award as may be
                       made with respect to the Leased Premises. If Landlord
                       accepts Tenant's offer to purchase described in Section
                       13(b)(i)(B), or is deemed to have accepted such Tenant's
                       offer, title will close 30 days after the Condemnation
                       Termination Date defined above (the "Closing Date"), at
                       noon at the local office of Landlord's counsel, or at
                       such other time and place as the parties may agree upon,
                       this Lease will be automatically extended to and
                       including the Closing Date (or, if applicable the
                       extended Closing Date described (defined below)) and
                       Tenant will pay the Purchase Price and Additions to
                       Purchase Price by transferring immediate funds to such
                       account or accounts and in such bank or banks as Lender,
                       if any, or Landlord, in that order, may designate, upon
                       delivery of a special warranty deed (or local equivalent)
                       conveying the Leased Premises and all other required
                       documents including an assignment of any award in
                       connection with the taking of Leased Premises. The
                       special warranty deed (or local equivalent) will convey
                       title, free from encumbrances other than: (A) Permitted
                       Encumbrances; (B) liens or encumbrances created or
                       suffered by, through or under Tenant or arising by reason
                       of the failure of Tenant to observe or perform any of the
                       terms, covenants or agreements herein provided to be
                       observed and performed by Tenant; (C) any installments of
                       Impositions then affecting the Leased Premises; and (D)
                       this Lease. The Purchase Price and Additions to Purchase
                       Price payable as provided above will be charged or
                       credited, as the case may be, on the Closing Date, to
                       reflect adjustments of Basic Rent paid or payable to and
                       including the Closing Date, apportioned as of the Closing
                       Date. Tenant will pay all conveyance, transfer, sales and
                       like taxes required in connection with the purchase,
                       regardless of who is required to pay such taxes under
                       State or local law or custom (and Tenant will also pay to
                       Landlord any amount necessary to yield to Landlord the
                       entire

                                       18
<PAGE>

                       Purchase Price and Additions to Purchase Price if as a
                       matter of the Law of the State or locality such tax
                       cannot be paid directly by Tenant). If there be any liens
                       or encumbrances against the Leased Premises which
                       Landlord is obligated to remove, upon request made a
                       reasonable time before the Closing Date, Landlord will
                       provide at the Closing separate funds for the foregoing,
                       payable to the holder of such lien or encumbrances.

               (iii)   If during the month which is marked "$00" on Exhibit C to
                                                                    ---------
                       this Lease, Tenant will serve a Tenant's Termination
                       Notice upon Landlord, this Lease and the Term hereof will
                       terminate on the Condemnation Termination Date specified
                       in the Termination Notice; and in such event the entire
                       award to be made in the Condemnation proceeding will be
                       paid to Lender, if any, or to Landlord, in that order.

        (c)    (i)     If a Condemnation of any part of the Leased Premises
                       occurs which does not result in a termination of this
                       Lease, subject to the requirements of Section 15, the Net
                       Award of such Condemnation will be retained by Landlord;
                       and promptly after such Condemnation, Tenant will
                       commence and diligently continue to restore the Leased
                       Premises as nearly as possible to its value, condition
                       and character immediately prior to such Condemnation, in
                       accordance with the provisions of this Lease, including
                       but not limited to the provisions of Sections 11(a), 12
                       and 15 (such restoration following a Condemnation and
                       restoration following a casualty is, as the context shall
                       require, called a "Restoration").

               (ii)    Upon the payment to Landlord of the Net Award of a Taking
                       in accordance with this Section 13(c), Landlord and any
                       Lender will, to the extent received, make that portion of
                       the Net Award equal to the cost of Restoration (the
                       "Restoration Award") available to Tenant for Restoration,
                        -----------------
                       in accordance with the provisions of Section 15, and
                       promptly after completion of the Restoration, the balance
                       of the Net Award will be paid to Tenant and all Basic
                       Rent and Additional Rent will continue unabated and
                       unreduced.

               (iii)   If a Requisition of the Leased Premises occurs, Landlord
                       shall apply the Net Award of such Requisition, to the
                       extent available, to the installments of Basic Rent or
                       Additional Rent thereafter payable and Tenant will pay
                       any balance remaining thereafter. Upon the expiration of
                       the Term, any portion of such Net Award which has not
                       been previously credited to Tenant on account of the
                       Basic Rent and Additional Rent will be retained by
                       Landlord.

        (d)    Except with respect to an award or payment to which Tenant is
               separately entitled pursuant to the provisions of Section 13(a)
               for any Trade Fixtures, moving expenses and out-of-pocket
               expenses incidental to such move, no agreement with any condemnor
               in settlement of or under threat of any Condemnation will be made
               by either Landlord or Tenant without the written consent of the
               other, and of Lender, if the Leased Premises are then subject to
               a Mortgage, which consent will not be unreasonably withheld or
               delayed.

                                       19
<PAGE>

14.     Insurance.
        ---------

        (a)    Tenant shall obtain and maintain, or cause to be maintained,
               insurance for Tenant and the Leased Premises providing at least
               the following coverages:

               (i)     Property Insurance. Insurance with respect to the
                       Improvements and Equipment insuring against any peril
                       included within the classification "All Risks of Physical
                       Loss" in amounts at all times sufficient to prevent
                       Landlord or Lender from becoming a co-insurer within the
                       terms of the applicable policies and under applicable
                       law, but in any event such insurance shall be maintained
                       in an amount equal to the full insurable value of the
                       Improvements and Equipment, the term "full insurable
                       value" to mean the actual replacement cost of the
                       Improvements and Equipment (without taking into account
                       any depreciation, and exclusive of excavations, footings
                       and foundations, landscaping and paving) determined
                       annually by an insurer, a recognized independent
                       insurance broker or an independent appraiser selected and
                       paid by Tenant. Absent such annual adjustment, each
                       policy shall contain inflation guard coverage insuring
                       that the policy limit will be increased over time to
                       reflect the effect of inflation. Tenant shall also
                       maintain insurance against loss or damage to such
                       furniture, furnishings, fixtures, equipment and other
                       items (whether personalty or fixtures) included in the
                       Leased Premises and owned by Tenant from time to time, to
                       the extent applicable, in the amount of the cost of
                       replacing the same, in each case, with inflation guard
                       coverage to reflect the effect of inflation, or annual
                       valuation. Each policy or policies shall contain a
                       replacement cost endorsement and either an agreed amount
                       endorsement (to avoid the operation of any co-insurance
                       provisions) or a waiver of any co-insurance provisions,
                       all subject to Landlord's and Lender's approval. The
                       maximum deductible shall be $50,000.00.

               (ii)    Liability Insurance. Comprehensive general liability
                       insurance, including personal injury, bodily injury,
                       death and property damage liability, insurance against
                       any and all claims, including all legal liability to the
                       extent insurable and imposed upon Landlord and Lender and
                       all court costs and attorneys' fees and expenses, arising
                       out of or connected with the possession, use, leasing,
                       operation, maintenance or condition of the Leased
                       Premises in such amounts as are generally available at
                       commercially reasonable premiums and are generally
                       required by institutional lenders for properties
                       comparable to the Leased Premises but in no event for a
                       combined single limit of less than $3,000,000. During any
                       construction of the Leased Premises, Tenant's general
                       contractor for such construction shall also provide the
                       insurance required in this Subsection (ii). Landlord (and
                       its Lender) hereby retain the right to periodically
                       review the amount of said liability insurance being
                       maintained by Tenant and to require an increase in the
                       amount of said liability insurance should Landlord or
                       Lender deem an increase to be reasonably prudent under
                       then existing circumstances.

                                       20
<PAGE>

          (iii) Workers' Compensation Insurance. Statutory workers' compensation
                insurance with respect to any work on or about the Leased
                Premises covering all persons subject to the workers'
                compensation laws of the state in which the Leased Premises is
                located.

          (iv)  Business Interruption. Business interruption and/or loss of
                "rental income" insurance in an amount sufficient to avoid any
                co-insurance penalty and to provide proceeds which will cover a
                period of not less than one (1) year from the date of casualty
                or loss, with a six-month extended period of indemnity, the term
                "rental income" to mean the sum of (A) the total then
                ascertainable Basic Rent and Additional Rent payable under this
                Lease and (B) the total ascertainable amount of all other
                amounts to be received by Tenant from third parties which are
                the legal obligation of Tenant, reduced to the extent such
                amounts would not be received because of operating expenses not
                incurred during a period of non-occupancy of that portion of the
                Leased Premises then not being occupied. The amount of coverage
                shall be adjusted annually to reflect the Basic Rent and
                Additional Rent payable during the succeeding twelve (12) month
                period.

          (v)   Boiler and Machinery Insurance. Broad form boiler and machinery
                insurance (without exclusion for explosion) covering all boilers
                or other pressure vessels, machinery, and equipment located in,
                on or about the Leased Premises and insurance against loss of
                occupancy or use arising from any breakdown in such amount per
                accident equal to the replacement value of the improvements
                housing the machinery or $2,000,000 or such other amount
                reasonably determined by Landlord or Lender. If one or more
                large HVAC units is in operation at the Leased Premises, "System
                Breakdowns" coverage shall be required, as reasonably determined
                by Landlord and Lender. Minimum liability coverage per accident
                must equal the value of such unit(s).

          (vi)  Flood Insurance. If any part of the leased Premises is now or at
                any time in the future located within an area identified by the
                Secretary of Housing and Urban Development or any successor
                thereto as an area having special flood hazards pursuant to
                National Flood Insurance Act of 1968 or the Flood Protection Act
                of 1973, or the National Flood Insurance Reform Act of 1994, as
                each may be amended, or any successor law, flood insurance in an
                amount at least equal to the lesser of (A) the minimum amount
                required, under the terms of coverage, to compensate for any
                damage or loss on a replacement basis (or the unpaid balance of
                the Loan if replacement cost coverage is not available for the
                type of building insured); or (B) the maximum insurance
                available under the appropriate National Flood Insurance
                Administration program. The deductible may not exceed $25,000.

          (vii) Improvements. During the period of any construction, renovation
                or alteration of Improvements which exceeds the lesser of 10% of
                the principal amount of the Loan or $500,000, at Landlord's or
                Lender's request, a

                                       21
<PAGE>

                 completed value, "All Risk" Builder's Risk form, or "Course of
                 Construction" insurance policy in non-reporting form for any
                 Improvements under construction, renovation or alteration in an
                 amount reasonably approved by Landlord and Lender may be
                 required. During the period of any construction of any addition
                 to the existing Improvements, a completed value, "All Risk"
                 Builder's Risk form or "Course of Construction" insurance
                 policy in non-reporting form, in an amount reasonably approved
                 by Landlord and Lender, shall be required.

          (viii) Other Insurance. Such other insurance with respect to the
                 Leased Premises or on any replacements or substitutions thereof
                 or additions thereto as may from time to time be reasonably
                 required by Landlord or Lender against other insurable hazards
                 or casualties which at the time are commonly insured against in
                 the case of property similarly situated, including, without
                 limitation, sinkhole, mine subsidence, earthquake and
                 environmental insurance, due regard being given to the height
                 and type of buildings, their construction, location, use and
                 occupancy.

     (b)  All insurance provided for in Subsection 14(a) hereof shall be
          obtained under valid and enforceable policies (the "Policies" or in
          the singular, the "Policy"), and shall be issued by one or more
          domestic primary insurer(s) having an investment grade rating of "A"
          or better ("AA" or better for loans of $25 million or more) or a
          comparable claims paying ability assigned by Standard & Poors Rating
          Services or equivalent credit Rating Agency approved by Landlord and
          Lender (a "Rating Agency") (each such insurer shall be referred to
          below as a "Qualified Insurer"). All insurers providing insurance
          required by this Lease shall be authorized to issue insurance in the
          state in which the Leased Premises is located. The Policy referred to
          in Subsection 14(a)(ii) above shall name Landlord and Lender as an
          additional named insured and the Policy referred to in Subsection
          14(a)(i), (iv), (v) and (vi) above shall provide that all proceeds
          payable to Lender be payable as set forth in the Mortgage to the
          extent Lender is Trustee hereunder. The Policies referred to in
          Subsections 14(a)(i), (v) and (vi) shall also contain: (i) a standard
          "non-contributory mortgagee" endorsement or its equivalent relating,
          inter alia, to recovery by Landlord and/or Lender notwithstanding the
          ----- ----
          negligent or willful acts or omission of Landlord and/or Lender; and
          (ii) to the extent available at commercially reasonable rates, a
          waiver of subrogation endorsement as to Landlord and Lender. All
          Policies described in Subsection 14(a) above shall contain (x) a
          provision that such Policies shall not be canceled or terminated, nor
          shall they expire, without at least thirty (30) days' prior written
          notice to Landlord and Lender in each instance; and (y) include
          effective waivers by the insurer of all claims for Insurance Premiums
          (defined below) against any mortgagee, loss payees, additional
          insureds and named insureds (other than Tenant). If the Leased
          Premises or the Improvements constitutes a legal non-conforming use
          under applicable building, zoning or land use laws or ordinances, the
          policy shall include an ordinance or law coverage endorsement which
          will contain Coverage A: "Loss Due to Operation of Law" (with a
          minimum liability limit equal to Replacement Cost With Agreed Value
          Endorsement), Coverage B:

                                       22
<PAGE>

          "Demolition Cost" and Coverage C: "Increased Cost of Construction"
          coverages. Certificates of insurance with respect to all renewal and
          replacement Policies shall be delivered to Landlord and Lender not
          less than thirty (30) days prior to the expiration date of any of the
          Policies required to be maintained hereunder which certificates shall
          bear notations evidencing payment of applicable premiums (the
          "Insurance Premiums"). Originals or certificates of such replacement
          Policies shall be delivered to Landlord and Lender promptly after
          Tenant's receipt thereof but in any case within thirty (30) days after
          the effective date thereof. If Tenant fails to maintain and deliver to
          Landlord and Lender the original Policies or certificates of insurance
          required by this Lease, upon ten (10) days' prior notice to Tenant,
          Landlord (or Lender) may procure such insurance at Tenant's sole cost
          and expense.

     (c)  Tenant shall comply with all insurance requirements and shall not
          bring or keep or permit to be brought or kept any article upon any of
          the Leased Premises or cause or permit any condition to exist thereon
          which would be prohibited by an insurance requirement, or would
          invalidate the insurance coverage required hereunder to be maintained
          by Tenant on or with respect to any part of the Leased Premises
          pursuant to this Section 14.

     (d)  If the Leased Premises shall be damaged or destroyed, in whole or in
          part, by fire or other casualty, Tenant shall give prompt notice of
          such damage to Landlord and Lender, and Tenant shall promptly commence
          and diligently prosecute the completion of the repair and restoration
          of the Leased Premises as nearly as possible to the condition the
          Leased Premises was in immediately prior to such fire or other
          casualty, with such alterations as may be approved by Landlord and
          Lender (the "Casualty Restoration") and otherwise in accordance with
          the Mortgage.

     (e)  The insurance coverage required under Section 14(a) may be effected
          under a blanket policy or policies covering the Leased Premises and
          other properties and assets; provided that any such blanket policy
          shall specify, except in the case of public liability insurance, the
          portion of the total coverage of such policy that is allocated to the
          Leased Premises, and any sublimit in such blanket policy applicable to
          the Leased Premises, and shall in any case comply in all other
          respects with the requirements of this Section 14.

     (f)  The insurance coverage required under Subsection 14(a)(ii) may be
          satisfied by a layering of commercial general liability, umbrella and
          excess liability Policies, but in no event will the commercial general
          liability Policy be written for an amount less than $1,000,000 per
          occurrence and $2,000,000 aggregate for bodily injury and property
          damage liability.

     (g)  Approval of any insurance by Landlord or Lender shall not be a
          representation of the solvency of any insurer or the sufficiency of
          any amount of insurance.

     (h)  Landlord and Lender shall not be responsible for nor incur any
          liability for the insolvency of the insurer or other failure of the
          insurer to perform, even though

                                       23
<PAGE>

          Landlord or Lender has caused the insurance to be placed with the
          insurer after failure of Tenant to furnish such insurance. Tenant
          shall not obtain insurance for the Leased Premises in addition to that
          required by Landlord or Lender without the prior written consent of
          Landlord and Lender, which consent will not be unreasonably withheld
          provided that (i) Landlord and Lender are named insured on such
          insurance, (ii) Landlord and Lender receive complete copies of all
          policies evidencing such insurance, and (iii) such insurance complies
          with all of the applicable requirements set forth herein.

     (i)  The insurance coverage required under this Section 14 shall be deemed
          satisfied so long as Tenant self insures all of the coverage referred
          to in this Section 14, subject, however, to the following conditions:
          (i) Tenant is in actual possession of the Leased Premises and is
          paying Basic Rent and Additional Rent pursuant to this Lease; (ii)
          this Lease is in full force and effect and no default or event of
          default exists hereunder; (iii) Tenant has credit rating of "BBB" or
          better by Standard & Poor's Rating Services (or, if rated by another
          Rating Agency, a rating in an equivalent category by such other Rating
          Agency); and (iv) the tangible net worth of Tenant is no less than
          $100,000,000 as determined in accordance with generally accepted
          accounting principles consistently applied. If, during the Term, any
          damage or destruction occurs and Tenant is self-insuring under this
          Section 12(i), then Tenant shall pay to the Trustee the amount of the
          proceeds that would have been payable had such insurance program been
          in effect within 30 days after the occurrence of the casualty (the
          "Tenant Insurance Payment").

     (j)  On each Basic Rent Payment Date, unless Tenant self insures under
          Section 14(i), Tenant shall make a monthly escrow deposit into an
          interest-bearing account of Landlord's choice (the "Escrow Account")
          maintained with the Trustee. All interest earned on the funds in the
          Escrow Account will belong to Tenant, and the Trustee shall pay the
          interest to Tenant quarterly; provided, however, that if such Escrow
          Account is required to be held by a Lender acting as Trustee under the
          terms of any Loan, Tenant shall be entitled to only such interest that
          is payable to Landlord under the terms of such Loan. The amount of
          each monthly escrow deposit will be equal to 1/12 of the total amount
          which would be sufficient to pay the annual insurance premiums due
          (without any consideration or deduction attributable to blanket
          coverage) for the renewal of the insurance policies required under
          this Section 14 upon the expiration thereof. Initially, the amount of
          each monthly escrow deposit will be $1,057.2 From time to time,
          Landlord or any Lender may change the monthly escrow deposit amount to
          an amount reasonably determined by Landlord or any Lender to reflect
          an accurate escrow of Tenant's estimated obligation to discharge
          Impositions, by giving Tenant 30 days prior written notice. The notice
          must include information reasonably supporting the new amount. Tenant
          shall pay the noticed amount as its monthly escrow deposit for each
          deposit due after the expiration of the 30-day period.

15.  Restoration. Net Proceeds, Restoration Award and any Tenant Insurance
     -----------
     Payment (the aggregate of which being defined as the "Restoration Fund")
     will be disbursed by the Trustee in accordance with the following
     conditions:

                                       24
<PAGE>

     (a)  If the cost of Restoration will exceed $500,000, prior to commencement
          of the Restoration the architects, general contractor(s), and plans
          and specifications for the Restoration must be approved by Landlord,
          which approval will not be unreasonably withheld or delayed; and which
          approval must be granted to the extent that the plans and
          specifications depict a Restoration which is substantially similar to
          the Improvements and Equipment which existed prior to the occurrence
          of a casualty or Taking, whichever is applicable, so long as the same
          comply with all current Legal Requirements.

     (b)  At the time of any disbursement under this Section 15, no Event of
          Default may exist and no mechanics' or materialmen's liens may have
          been filed and remain undischarged or unbonded.

     (c)  Disbursements will be made from time to time in an amount not
          exceeding the cost of the work and costs incurred since the last
          disbursement, less a retainage as provided below, upon receipt of: (i)
          satisfactory evidence, including architects' certificates of the stage
          of completion, of the estimated cost of completion and of performance
          of the work to date in a good and workmanlike manner in accordance
          with the contracts, plans and specifications; (ii) partial releases of
          liens; and (iii) other reasonable evidence of cost and payment so that
          Landlord can verify that the amounts disbursed from time to time are
          represented by work that is completed in place or delivered to the
          site and free and clear of mechanics' lien claims in accordance with
          this Lease.

     (d)  Each request for disbursement must be accompanied by Tenant's
          certificate describing the work, materials or other costs or expenses
          for which payment is requested, stating the cost incurred in
          connection therewith and stating that Tenant has not previously
          received payment for such work or expense and the certificate to be
          delivered by Tenant upon completion of the work will, in addition,
          state that the work has been substantially completed and complies with
          the applicable requirements of this Lease.

     (e)  The Trustee may retain ten percent (10%) of the Restoration Fund until
          the Restoration is substantially completed.

     (f)  The Restoration Fund will be kept in a separate interest-bearing
          federally insured account by the Trustee.

     (g)  At all times the undisbursed balance of the Restoration Fund held by
          Trustee plus any funds contributed thereto by Tenant, at Tenant's
          option, will not be less than the cost of completing the Restoration,
          free and clear of all liens.

     (h)  In addition, prior to commencement of Restoration and at any time
          during Restoration, if the estimated cost of Restoration, as
          reasonably determined by Landlord, exceeds the amount of the
          Restoration Fund, the amount of such excess will be paid by Tenant to
          the Trustee to be added to the Restoration Fund or Tenant will fund at
          its own expense the costs of such Restoration until the remaining

                                       25
<PAGE>

          Restoration Fund is sufficient for the completion of the Restoration.
          Any sum in the Restoration Fund which remains in the Restoration Fund
          upon the completion of Restoration will be paid to Tenant. For
          purposes of determining the source of funds with respect to the
          disposition of funds remaining after the completion of Restoration,
          the Net Proceeds or the Restoration Award will be deemed to be
          disbursed prior to any amount added by Tenant.

     (i)  Notwithstanding the foregoing, so long as the GMAC Loan shall be
          outstanding, the Restoration Fund shall be maintained and disbursed in
          accordance with the terms of the GMAC Loan documents in effect as of
          the date hereof.

     (j)  (i)   If at any time and from time to time during the Term, any Lender
                applies any part of the Restoration Fund to reduce amounts owing
                under the Loan (other than costs of settlement), then (A)
                Landlord shall promptly send written notice of that fact to
                Tenant, and (B) Tenant may make a rejectable purchase offer (the
                "Casualty Purchase Offer") to purchase the Leased Premises for a
                purchase price computed in accordance with Exhibit C hereto,
                                                           ---------
                plus all other amounts which may be due and owing to Landlord by
                Tenant under the Lease (the "Casualty Purchase Price"). Tenant
                shall serve Landlord with such Casualty Purchase Offer not later
                than 90 days after Tenant receives notice that Lender has
                applied Restoration Fund proceeds to amounts owing under the
                Loan (other than costs of settlement).

          (ii)  If Landlord elects not to accept Tenant's Casualty Purchase
                Offer, then Landlord will give notice thereof to Tenant within
                60 days after the receipt of such offer, which notice shall be
                accompanied by a financing commitment or other evidence that
                Landlord will have available to it within 30 days an amount
                equal to the amount of the Restoration Fund that Lender applied
                to reduce amounts owing under the Loan. Landlord shall disburse
                such amounts to Tenant in connection with the Restoration
                commencing 30 days following Landlord's rejection notice in
                accordance with the provisions of Section 15 of this Lease and
                this Lease shall remain in full force and effect.

          (iii) Should Landlord fail to reject Tenant's offer to purchase by
                timely sending Landlord's notice and providing evidence of
                availability of funds under Section 15(j)(ii), then, Landlord
                will be deemed to have accepted Tenant's Casualty Purchase
                Offer.

          (iv)  If Landlord accepts Tenant's Casualty Purchase Offer or is
                deemed to have accepted such Tenant's offer, title will close on
                the first Basic Rent Payment Date which occurs 90 days after
                Tenant served Landlord with the Casualty Purchase Offer (the
                date of actual closing, "Closing Date"), at noon at the local
                office of Landlord's counsel, or at such other time and place as
                the parties may agree upon, and this Lease will be automatically
                extended to and including the Closing Date and Tenant will pay
                the Casualty Purchase Price by transferring immediate funds to
                such account or accounts and in such bank or banks as Landlord
                may designate, upon delivery of a special warranty deed


                                       26
<PAGE>

                (or local equivalent) conveying the Leased Premises and all
                other required documents. The special warranty deed (or local
                equivalent) will convey title, free from encumbrances other
                than: (A) Permitted Encumbrances; (B) liens or encumbrances
                created or suffered by, through or under Tenant or arising by
                reason of the failure of Tenant to observe or perform any of the
                terms, covenants or agreements herein provided to be observed
                and performed by Tenant; (C) any installments of Impositions
                then affecting the Leased Premises; and (D) this Lease. The
                Casualty Purchase Price will be charged or credited, as the case
                may be, on the Closing Date, to reflect adjustments of Basic
                Rent paid or payable to and including the Closing Date,
                apportioned as of the Closing Date. Tenant will pay all
                conveyance, transfer, sales and like taxes required in
                connection with the purchase, regardless of who is required to
                pay such taxes under State or local law or custom (and Tenant
                will also pay to Landlord any amount necessary to yield to
                Landlord the entire Casualty Purchase Price if as a matter of
                the Law of the State or locality such tax cannot be paid
                directly by Tenant). If there are any liens or encumbrances
                against the Leased Premises which Landlord is obligated to
                remove (including any Mortgage), upon request made a reasonable
                time before the Closing Date, Landlord will provide at the
                Closing separate funds for the foregoing to the extent required,
                payable to the holder of such lien or encumbrances.

16.  Subordination to Financing.
     --------------------------


     (a)  (i)   Subject to the provisions of Section 16 (a)(ii), Tenant agrees
                that this Lease will at all times be subject and subordinate to
                the lien of any Mortgage, and Tenant agrees, upon demand,
                without cost, to execute instruments as may be required to
                further effectuate or confirm such subordination.

          (ii)  Except as expressly provided in this Lease by reason of the
                occurrence of an Event of Default, Tenant's tenancy and Tenant's
                rights under this Lease will not be disturbed, terminated or
                otherwise adversely affected, nor will this Lease be affected,
                by any default under any Mortgage, and in the event of a
                foreclosure or other enforcement of any Mortgage, or sale in
                lieu thereof, the purchaser at such foreclosure sale will be
                bound to Tenant for the Term of this Lease (including, without
                limitation, any Renewal Term) the rights of Tenant under this
                Lease will expressly survive, and this Lease will in all
                respects continue in full force and effect so long as no Event
                of Default has occurred and is continuing. Tenant will not be
                named as a party defendant in any such foreclosure suit, except
                as may be required by law. Any Mortgage (other than a mortgage
                or security instrument securing the GMAC Loan) to which this
                Lease is now or hereafter subordinate will provide, in effect,
                that during the time this Lease is in force insurance proceeds
                and Restoration Award will be permitted to be used for
                Restoration in accordance with the provisions of this Lease.

                                       27
<PAGE>

     (b)  Notwithstanding the provisions of Section 16(a), the holder of any
          Mortgage to which this Lease is subject and subordinate will have the
          right, at its sole option, at any time, to subordinate and subject the
          Mortgage, in whole or in part, to this Lease by recording a unilateral
          declaration to such effect, provided that such holder will have agreed
          that during the time this Lease is in force insurance proceeds and
          Restoration Award will be permitted to be used for restoration in
          accordance with the provisions of this Lease.

     (c)  At any time prior to the expiration or termination of the Term, Tenant
          agrees, at the election and upon demand of any owner of the Leased
          Premises, or of a Lender who has granted non-disturbance to Tenant
          pursuant to Section 16(a) above, to attorn, from time to time, to any
          such owner or any Lender, upon the terms and conditions of this Lease,
          for the remainder of the Term. The provisions of this Section 16(c)
          will inure to the benefit of any such owner or any Lender, will apply
          notwithstanding that, as a matter of law, this Lease may terminate
          upon the foreclosure of the Mortgage, will be self-operative upon any
          such demand, and no further instrument will be required to give effect
          to said provisions. Notwithstanding the foregoing, however, Tenant
          agrees to execute any document reasonably requested by any such owner
          or any Lender to confirm such attornment.

     (d)  Each of Tenant, Landlord and any Lender, however, upon demand of the
          other, agrees to execute, from time to time, instruments in
          confirmation of the foregoing provisions of Sections 16(a) and 16(c),
          reasonably satisfactory to the requesting party acknowledging such
          subordination, non-disturbance and attornment as are provided in such
          subsections and setting forth the terms and conditions of its tenancy.

     (e)  Each of Tenant, Landlord and any Lender agrees that, if requested by
          any of the others, each will, without charge, enter into a
          subordination, non-disturbance and attornment agreement reasonably
          requested by any Lender, provided such agreement contains provisions
          relating to non-disturbance in accordance with the provisions of
          Section 16(a) and Tenant agrees for the benefit of such Lender that
          Tenant will not: (i) without in each case the prior written consent of
          such Lender, which will not be unreasonably withheld, conditioned or
          delayed, amend or modify the Lease (provided, however, such Lender, in
                                              --------  -------
          such Lender's sole discretion may withhold or condition its consent to
          any amendment or modification which would or could: (A) alter in any
          way the amount or time for payment of any Basic Rent, Additional Rent
          or other sum payable hereunder; (B) alter in any way the absolute and
          unconditional nature of Tenant's obligations hereunder or materially
          diminish any such obligations; (C) result in any termination prior to
          the end of the Initial Term; or (D) otherwise, in such Lender's
          reasonable judgment, adversely affect the rights or obligations of
          Landlord or Tenant under this Lease), or enter into any agreement with
          Landlord so to do; (ii) without the prior written consent of such
          Lender which may be withheld in such Lender's sole discretion, cancel
          or surrender or seek to cancel or surrender the Term of this Lease, or
          enter into any agreement with Landlord to do so (the parties agreeing
          that the foregoing will not be construed to affect the rights or
          obligations of Tenant, Landlord or such Lender with respect to any
          termination permitted under the express terms of this Lease in
          connection with an offer to purchase the Leased


                                       28
<PAGE>

          Premises following certain events of condemnation as provided in
          Section 13); or (iii) pay any installment of Basic Rent more than one
          (1) month in advance of the due date thereof or otherwise than in the
          manner provided for in this Lease.

17.  Assignment, Subleasing.
     ----------------------

     (a)  Tenant may assign its interest in this Lease to a Qualified Assignee
          and may sublet the Leased Premises in whole or in part, from time to
          time, without the consent of Landlord, subject and subordinate to all
          of the terms of this Lease and provided that any such sublease: (1)
          does not extend beyond the term of the Lease; (2) is consistent with
          the terms of the Lease (and Landlord and any Lender shall have the
          right to reasonably approve the form of any such sublease); (3) is
          expressly by its terms subordinate to the Lease, provided, that if the
          Tenant defaults under the Lease while the subtenant is not in default,
          and the subtenant is not an affiliate of the Tenant, the subtenant's
          possession will not be disturbed; and (4) provides that the subtenant
          agrees to attorn to Landlord and any Lender and be subordinate to any
          Loan. Notwithstanding the foregoing, however, neither this Lease nor
          the leasehold estate created hereby may be mortgaged by Tenant, nor
          may Tenant mortgage or pledge its interest in any sublease of the
          Leased Premises or the rentals payable thereunder. Tenant may, without
          Landlord's consent, permit licensees or concessionaires to occupy
          portions of the Premises.


     (b)  No assignment or sublease may affect or reduce any of the obligations
          of Tenant under this Lease, and all such obligations will continue in
          full force and effect as obligations of a principal and not as
          obligations of a guarantor, as if no assignment, mortgage, pledge or
          sublease had been made. Notwithstanding any assignment or subletting
          Tenant will continue to remain primarily liable and responsible, as a
          principal and not as a surety, for the payment of the Basic Rent and
          Additional Rent and the performance of all of its other obligations
          under this Lease. No assignment or sublease will impose any
          obligations on Landlord under this Lease except as otherwise expressly
          provided in this Lease. Tenant agrees that in the case of an
          assignment of the Lease, Tenant will, within 15 days after the
          execution and delivery of any such assignment, deliver to Landlord:
          (i) a duplicate original of such assignment in recordable form; and
          (ii) an agreement executed and acknowledged by the assignee in
          recordable form wherein the assignee shall agree to assume and agree
          to observe and perform all of the terms and provisions of this Lease
          on the part of the Tenant to be observed and performed from and after
          the date of such assignment, and shall agree that such assignment is
          subject and subordinate to all of the terms and provisions of this
          Lease. In the case of a sublease, Tenant will, within 15 days after
          the execution and delivery of such sublease, deliver to Landlord a
          duplicate original of such sublease.

     (c)  Upon the occurrence of an Event of Default under this Lease, Landlord
          will have the right to collect and enjoy all rents and other sums of
          money payable under any sublease of any of the Leased Premises, and
          Tenant hereby irrevocably and unconditionally assigns such rents and
          money to Landlord, which assignment may be exercised upon and after
          (but not before) the occurrence of an Event of Default.

                                       29
<PAGE>

     (d)  (i)  Landlord agrees for itself, its successors and assigns, promptly
               upon Tenant's request, to enter into a non-disturbance and
               attornment agreement with any Qualified Subtenant (defined below)
               upon the terms described below, pursuant to which Landlord shall
               agree, for so long as such Qualified Subtenant is not in default
               under its Qualified Sublease (defined below) that the Qualified
               Sublease shall not be terminated as a result of any termination
               of this Lease and such Qualified Subtenant's use and occupancy of
               the Leased Premises shall not be disturbed by Landlord, and
               pursuant to which such Qualified Subtenant will agree to attorn
               to Landlord or its successor as landlord under the Qualified
               Sublease upon any termination of this Lease. Said agreement will
               further provide that nothing therein contained shall impose any
               obligation on the Landlord or any Lender to: (A) return or apply
               any security deposit under such sublease, unless such security
               deposit is transferred and turned over to the Landlord or any
               Lender or their or either of their successors; (B) expend any
               sums to make any installations or alterations provided to be made
               by the Landlord under said sublease or reimburse the Tenant under
               said sublease for any installations or alterations made by it;
               (C) be liable for any act or omission of Tenant as sublandlord
               (or any successor to Tenant as sublandlord) or be subject to any
               offsets or defense which such subtenant might have against Tenant
               as sublandlord (or any successor to Tenant as sublandlord); (D)
               be bound by any rent or additional rent which such subtenant
               might have paid for more than the current month to any prior
               landlord; or (E) be bound by any amendment or modification of the
               sublease made without the prior written consent of Landlord, the
               terms of which amendment or modification if included in the
               original sublease would have prevented such sublease from meeting
               the criteria for a Qualified Sublease.


          (ii) Any subtenant under a Qualified Sublease (defined below) is a
               "Qualified Subtenant." "Qualified Sublease" means any sublease
               (i) of all of the Leased Premises, (ii) pursuant to which the
               subtenant thereunder had, at the time such sublease was entered
               into, either a Standard & Poors rating of BBB or better or a net
               worth equal to or greater than $300,000,000, (iii) that is on the
               terms and conditions of this Lease (except that Basic Rent or
               Additional Rent (or both) may be higher), (iv) for a term not to
               exceed the Term of this Lease (and if any such Qualified Sublease
               includes all or part of any Renewal Term or Renewal Terms, then
               Tenant will be conclusively deemed to have irrevocably waived the
               right to issue a Renewal Term Cancellation Notice as to such
               Renewal Term or Renewal Terms, which waiver Tenant will confirm
               in writing to Landlord if requested to do so), (v) at fair market
               rents, confirmed by an appraisal or a broker's certification, and
               (vi) providing that such subtenant may not assign or further
               sublease the Leased Premises.

     (e)  (i)  Landlord agrees for itself, its successors and assigns, promptly
               upon Tenant's request, to enter into an agreement with any
               Qualified Assignee (defined below) pursuant to which Landlord
               will agree, for so long as such Qualified

                                       30
<PAGE>

                       Assignee is not in default of its obligations under this
                       Lease, that no defaults or Event of Default shall be
                       deemed to have occurred under this Lease by reason of the
                       occurrence of one or more of the events designated in
                       this Lease with respect to any party who was a Tenant
                       under this Lease prior to the date of the assignment of
                       this Lease to the Qualified Assignee.

               (ii)    "Qualified Assignee" means any assignee of the Tenant's
                       rights, title and interest under this Lease which, at the
                       time of the assignment to it, had either a Standard &
                       Poors rating of BBB or better or a net worth equal to or
                       greater than $300,000,000.

        (f)    Landlord agrees for itself, its successors and assigns, that in
               the event Tenant grants to any lender a chattel mortgage or other
               security interest that is secured by any Trade Fixtures or
               inventory of Tenant that is located at or used in the Leased
               Premises, then such lender, when authorized under the terms of
               the applicable loan documents, shall be permitted to enter upon
               the Leased Premises and to remove any or all of the Trade
               Fixtures or inventory of Tenant in which the lender holds a
               security interest. Tenant will and does agree to defend,
               indemnify and hold any Lender and Landlord, their respective
               officers, directors, shareholders, partners, beneficial owners,
               trustees, members, managers, agents and employees, harmless from
               and against any and all causes of actions, suits, demands or
               judgments of any nature whatsoever, losses, damages, penalties,
               expenses, fees, claims, costs (including response and remedial
               costs), and liabilities, including, but not limited to,
               reasonable out-of-pocket attorneys' fees and costs of litigation,
               arising out of or in any manner connected with such removal.


18      Permitted Contests.
        ------------------

        (a)    After prior written notice to Landlord and any Lender, Tenant
               will not be required to: (i) pay any Imposition; (ii) comply with
               any Legal Requirement; (iii) discharge or remove any lien
               referred to in Sections 9 or 12; or (iv) take any action with
               respect to any violation referred to in Section 11(b) so long as
               Tenant shall contest, in good faith and at its expense, the
               existence, the amount or the validity thereof, the amount of the
               damages caused thereby, or the extent of its or Landlord's
               liability therefor, by appropriate proceedings which shall
               operate during the pendency thereof to prevent: (A) the
               collection of, or other realization upon, the Imposition or lien
               so contested; (B) the sale, forfeiture or loss of any of the
               Leased Premises, any Basic Rent or any Additional Rent to satisfy
               the same or to pay any damages caused by the violation of any
               such Legal Requirement or by any such violation; (C) any
               interference with the use or occupancy of any of the Leased
               Premises; (D) any interference with the payment of any Basic Rent
               or any Additional Rent; and (E) the cancellation of any fire or
               other insurance policy.

        (b)    In no event may Tenant pursue any contest with respect to any
               Imposition, Legal Requirement, lien, or violation, referred to in
               Section 18(a) in such manner that exposes Landlord or any Lender
               to: (i) criminal liability, penalty or sanction; (ii) any civil
               liability, penalty or sanction for which Tenant has not made
               provisions

                                       31
<PAGE>

               reasonably acceptable to Landlord and any Lender; or (iii)
               defeasance of its interest in the Leased Premises.

        (c)    Tenant agrees that each such contest will be promptly and
               diligently prosecuted to a final conclusion, except that Tenant
               will have the right to attempt to settle or compromise such
               contest through negotiations. Tenant will pay and save any Lender
               and Landlord harmless against any and all losses, judgments,
               decrees, reasonable out-of-pocket costs and expenses (including
               all attorneys' fees and expenses) in connection with any such
               contest and will, promptly after the final determination of such
               contest, fully pay and discharge the amounts which will be
               levied, assessed, charged or imposed or be determined to be
               payable therein or in connection therewith, together with all
               penalties, fines, interest, costs and expenses thereof or in
               connection therewith, and perform all acts the performance of
               which will be ordered or decreed as a result thereof.

19.     Conditional Limitations; Default Provisions.
        -------------------------------------------

        (a)    The occurrence of any one or more of the following events (any
               such event being a "failure" or "default") will constitute an
               Event of Default under this Lease: (i) a failure by Tenant to
               make (regardless of the pendency of any bankruptcy,
               reorganization, receivership, insolvency or other proceedings, in
               law, in equity or before any administrative tribunal which had or
               might have the effect of preventing Tenant from complying with
               the provisions of this Lease): (x) any payment of Basic Rent
               which continues unremedied for a period of 3 business days after
               written notice ("Nonpayment Notice") thereof given to Tenant by
               Landlord; or (y) any payment of Additional Rent or other sum
               herein required to be paid by Tenant which continues unremedied
               for a period of 15 business days after a Nonpayment Notice is
               given to Tenant by Landlord; (ii) failure of Tenant to deliver to
               Landlord evidence of renewal and replacement Policies not less
               than 30 days prior to the expiration date(s) of such Policies as
               required by Section 14(b) hereof and such default shall continue
               for a period of 10 days after the written notice thereof is given
               by Landlord to Tenant, (iii) failure by Tenant to perform and
               observe, or a violation or breach of, any other provision in this
               Lease and such default continues for a period of 30 days after
               written notice thereof is given by Landlord to Tenant or if such
               default is of such a nature that it cannot reasonably be cured
               within such period of 30 days, such period will be extended for
               such longer time as is reasonably necessary provided that Tenant
               has commenced to cure such default within said period of 30
               business days and is actively, diligently and in good faith
               proceeding with continuity to remedy such default not to exceed
               an additional 120 days; (iv) Tenant: (A) is voluntarily
               adjudicated a bankrupt or insolvent; (B) or voluntarily consent
               to the appointment of a receiver or trustee for itself or for the
               Leased Premises; (C) voluntarily files a petition seeking relief
               under the bankruptcy or other similar laws of the United States,
               any state or any jurisdiction; or (D) voluntarily files a general
               assignment for the benefit of creditors; (v) a court enters an
               order, judgment or decree appointing, with the voluntary consent
               of Tenant, a receiver or trustee for Tenant or for the Leased
               Premises or approving a petition filed against Tenant which seeks
               relief under the bankruptcy or other similar laws of the United
               States or any State, and such order,

                                       32
<PAGE>

               judgment or decree remains in force, undischarged or unstayed,
               180 business days after it is entered; (vi) Tenant in any
               insolvency proceedings is liquidated or dissolved or voluntarily
               commences proceedings towards its liquidation or
               dissolution;(vii) the estate or interest of Tenant in the Leased
               Premises is levied upon or attached in any proceeding and such
               estate or interest is about to be sold or transferred or such
               process is not vacated or discharged within 180 business days
               after such levy or attachment; (viii) should any representation
               of Tenant in Section 33 hereof be untrue in any material respect
               as of the date made. Notwithstanding anything in the foregoing
               portions of this Section 19(a), if Landlord or any Lender
               receives notice that Tenant has not timely paid any insurance
               premiums required under this Lease, then either Landlord or such
               Lender may pay the premiums and bill Tenant for the amount of the
               premiums (which bill must include reasonable proof of payment of
               the premiums), and Tenant must pay the premiums to Landlord or
               such Lender, as applicable, within 15 days after receiving the
               bill. If Landlord or any Lender pays the insurance premiums as
               provided in the previous sentence, and Tenant reimburses Landlord
               or Lender as applicable within the 15 day period provided above,
               Tenant's failure to pay the premiums will not be considered to be
               a default under this Lease.

        (b)    If any Event of Default occurs, Landlord shall have the right, at
               its option, to do any one or more of the following without demand
               upon or notice to Tenant:

               (i)    Landlord may give Tenant notice (following the occurrence
                      of an Event of Default) of Landlord's intention to
                      terminate this Lease on a date specified in such notice
                      (which date will be no sooner than 3 business days after
                      the date the notice is received by Tenant (the
                      "Termination Date"). Upon the Termination Date, unless the
                      Event of Default for which the termination is effected is
                      a default which can be cured by the payment of money and
                      such Event of Default has been cured by Tenant, the Term
                      and the estate hereby granted and all rights of Tenant
                      hereunder will expire and terminate as if such Termination
                      Date were the date fixed for the expiration of the Term,
                      but Tenant will remain liable for all its obligations
                      under this Lease through the date otherwise fixed for the
                      expiration of the Term in Section 5, including its
                      liability for Basic Rent and Additional Rent as provided
                      below.

               (ii)   Landlord may, whether or not the Term of this Lease has
                      been terminated pursuant to clause (i) above give Tenant
                      notice (following the occurrence of an Event of Default)
                      to surrender the Leased Premises to Landlord on a date
                      specified in such notice (which date shall be no sooner
                      than 30 days after the date the notice is received by
                      Tenant), at which time Tenant will surrender and deliver
                      possession of the Leased Premises to Landlord unless the
                      Event of Default for which the termination is effected is
                      a default which can be cured by the payment of money and
                      such Event of Default has been cured by Tenant within 3
                      business days of Landlord's notice given under this
                      paragraph. Upon or at any time after taking possession of
                      the Leased Premises, Landlord may remove any persons or
                      property therefrom. Landlord will have no liability for or
                      by reason of any such entry,

                                       33
<PAGE>

                      repossession or removal. No such entry or repossession may
                      be construed as an election by Landlord to terminate this
                      Lease unless Landlord gives a written notice of such
                      intention to Tenant pursuant to clause (i) above.


               (iii)  After repossession of any of the Leased Premises pursuant
                      to clause (ii) above, whether or not this Lease has been
                      terminated pursuant to clause (i) above, Landlord may
                      relet the Leased Premises or any part thereof to such
                      tenant or tenants for such term or terms (which may be
                      greater or less than the period which would otherwise have
                      constituted the balance of the Term) for such rent, on
                      such conditions (which may include concessions or free
                      rent) and for such uses as Landlord, in its reasonable
                      discretion, may determine; and Landlord will collect and
                      receive any rents payable by reason of such reletting. The
                      rents received on such reletting will be applied: (A)
                      first to the reasonable and actual expenses of such
                      reletting and collection, including without limitation
                      necessary renovation and alterations of the Leased
                      Premises, reasonable and actual attorneys' fees and any
                      reasonable and actual real estate commissions paid; and
                      (B) thereafter toward payment of all sums due or to become
                      due Landlord hereunder. If a sufficient amount to pay such
                      expenses and sums is not realized or secured, then Tenant
                      will pay Landlord any such deficiency monthly, and
                      Landlord may bring an action therefor as such monthly
                      deficiency shall arise. Landlord will not, in any event,
                      be required to pay Tenant any sums received by Landlord on
                      a reletting of the Leased Premises in excess of the rent
                      provided in this Lease, but such excess will reduce the
                      accrued present or future obligations of Tenant under this
                      Lease. Landlord's re-entry and reletting of the Leased
                      Premises without termination of this Lease will not
                      preclude Landlord from subsequently terminating this Lease
                      as set forth in this Section. Landlord may make such
                      Alterations as Landlord in its reasonable discretion may
                      deem advisable. Tenant agrees to pay Landlord, as
                      Additional Rent, immediately upon demand, all reasonable
                      out-of-pocket costs and expenses incurred by Landlord in
                      obtaining possession, in performing Alterations and in
                      reletting any of the Leased Premises, including fees and
                      commissions of attorneys, architects, agents and brokers.

               (iv)   If Tenant fails to make payment of any installment of
                      Basic Rent or any Additional Rent on or before the date
                      when each such payment is due, Tenant will pay to
                      Landlord, an amount equal to the amount unpaid times the
                      rate (the "Default Rate") that is the greater of (A) 4%
                      per annum above the then current Prime Rate (defined
                      below) or (B) the default rate owed by Landlord under its
                      loan documents with any Lender, computed from the date
                      such payment of Basic Rent or Additional Rent was due
                      through and including the date of payment. The term "Prime
                      Rate" means the prime rate of interest published in The
                      Wall Street Journal or its successor, from time to time.

               (v)    Landlord may exercise any other right or remedy now or
                      hereafter existing by law or in equity.

                                       34
<PAGE>

        (c)    In the event of any expiration or termination of this Lease or
               repossession of any of the Leased Premises by reason of the
               occurrence of an Event of Default, Tenant will pay to Landlord
               Basic Rent and Additional Rent through and including the date of
               such expiration, termination or repossession and, thereafter,
               Tenant will, until the end of what would have been the Term in
               the absence of such expiration, termination or repossession, and
               whether or not any of the Leased Premises have been relet, be
               liable to Landlord for and will pay to Landlord as liquidated and
               agreed current damages: (i) Basic Rent, Additional Rent and all
               other sums which would be payable under this Lease by Tenant in
               the absence of such expiration, termination or repossession, less
               (ii) the net proceeds, if any, of any reletting pursuant to
               Section 19(b)(iii), after deducting from such proceeds all of
               Landlord's reasonable out-of-pocket expenses in connection with
               such reletting (including all reasonable repossession costs,
               brokerage commissions, legal expenses, attorneys' fees,
               employees' expenses, costs of Alteration and expenses of
               preparation for reletting). Tenant hereby agrees to be and remain
               liable for all such sums and Landlord may recover such damages
               from Tenant and institute and maintain successive actions or
               legal proceedings against Tenant for the recovery of such
               damages. Nothing in this subsection will be deemed to require
               Landlord to wait to begin such action or other legal proceedings
               until the date when the Term would have expired by limitation had
               there been no such Event of Default. In addition to the
               foregoing, Tenant shall pay to Landlord the yield maintenance
               premium, if any, paid by Landlord to GMAC in connection with a
               repayment by Landlord of the GMAC Loan following an acceleration
               thereof as a result of an Event of Default by Tenant hereunder.


        (d)    At any time after such expiration or sooner termination of this
               Lease pursuant to Section 19 or pursuant to law or if Landlord
               has reentered the Leased Premises, as the case may be, whether or
               not Landlord has recovered any amounts under Section 19(b)(iii)
               or 19(c), Landlord will be entitled to recover from Tenant and
               Tenant will pay to Landlord, on demand, as and for liquidated and
               agreed final damages for Tenant's default, the amount by which
               the Basic Rent, and all Additional Rent reserved under this
               Section 19 for the unexpired portion of the Term as if the Lease
               had not expired or been terminated exceeds the then fair and
               reasonable rental value of the Leased Premises for the same
               period, discounted to present worth at the annual rate of seven
               percent (7%), minus any such monthly deficiencies previously
               recovered from Tenant under Section 19(b)(iii) if applicable to
               such period.

        (e)    If any statute or rule of law governing a proceeding in which
               such liquidated final damages provided for in Section 19(d) are
               to be proved shall validly limit the amount thereof to an amount
               less than the amount above agreed upon, Landlord will be entitled
               to the maximum amount allowable under such statute or rule of
               law.

20.     Additional Rights of Landlord and Tenant.
        ----------------------------------------

        (a)    No right or remedy conferred upon or reserved to Landlord in this
               Lease is intended to be exclusive of any other right or remedy;
               and each and every right and remedy is cumulative and in addition
               to any other right or remedy contained in this Lease. No delay or
               failure by Landlord or Tenant to enforce its rights under this
               Lease will

                                       35
<PAGE>

               be construed as a waiver, modification or relinquishment of such
               rights. In addition to the other remedies provided in this Lease,
               Landlord and Tenant will be entitled, to the extent permitted by
               applicable law, to injunctive relief in case of the violation or
               attempted or threatened violation of any of the provisions of
               this Lease, or to specific performance of any of the provisions
               of this Lease.

        (b)    Tenant waives and surrenders for itself and all those claiming
               under it, including creditors of all kinds, any right and
               privilege which it or any of them may have under any present or
               future law to redeem any of the Leased Premises or to have a
               continuance of this Lease after termination of this Lease or of
               Tenant's right of occupancy or possession pursuant to any court
               order or any provision of this Lease.

        (c)    Landlord waives any right to distrain or levy upon Trade Fixtures
               or any property of Tenant and any Landlord's lien or similar lien
               upon Trade Fixtures and any other property of Tenant regardless
               of whether such lien is created or otherwise. Landlord agrees at
               the request of Tenant, to execute a waiver of any Landlord's or
               similar lien for the benefit of any present or future holder of a
               security interest in or lessor of any of Trade Fixtures or any
               other personal property of Tenant.

        (d)    Landlord acknowledges and agrees in the future to acknowledge (in
               a written form reasonably satisfactory to Tenant) to such persons
               and entities at such times and for such purposes as Tenant may
               reasonably request that the Trade Fixtures are Tenant's property
               and not part of the Improvements (regardless of whether or to
               what extent such Trade Fixtures are affixed to the Improvements)
               or otherwise subject to the terms of this Lease.

        (e)    Each of Tenant and Landlord (each, a "Paying Party") agrees to
               pay to the other party (each, a "Demanding Party") any and all
               reasonable out-of-pocket costs and expenses incurred by the
               Demanding Party in connection with any litigation or other action
               instituted by the Demanding Party to enforce the obligations of
               the Paying Party under this Lease, to the extent that the
               Demanding Party has prevailed in any such litigation or other
               action. Any amount payable by Tenant to Landlord pursuant to this
               Section 20(e) will be due and payable by Tenant to Landlord as
               Additional Rent. No sum payable by Landlord to Tenant under this
               Section 20(e) will be payable or recoverable from any sums
               pledged or assigned (or intended to have been pledged or
               assigned) by Landlord to any Lender, Tenant's right to recover
               such sums from Landlord being subordinate to the rights of any
               Lender, such sums only being recoverable after payment to any
               Lender in full of the Loan as constituted on the date of this
               Lease. As used in this Section, "costs and expenses" shall
               include, without limitation, reasonable out-of-pocket attorneys'
               fees at trial, on appeal and on any petition for review, and in
               any proceeding in bankruptcy, in addition to all other sums
               provided by law.

21.     Notices. All notices, demands, requests, consents, approvals, offers,
        -------
        statements and other instruments or communications required or permitted
        to be given pursuant to the provisions of this Lease (collectively,
        "Notice" or "Notices") must be in writing and, unless otherwise
        specified in this Lease, will be deemed to have been given for all
        purposes (except for the

                                       36
<PAGE>

        purpose of Tenant's notice to Landlord under Section 3(e), requesting
        that any Lender enter into an Easement, which notice must be sent only
        in the manner prescribed in the following clause (i)): (i) three days
        after having been sent by United States mail, by registered or certified
        mail, return receipt requested, postage prepaid, addressed to the other
        party at its address as stated below; or (ii) one day after having been
        sent by Federal Express, United Parcel or other nationally recognized
        air courier service.

               If to Landlord:

                      At the addresses set forth on Exhibit D to this Lease.
                                                    ---------

               If to Tenant:

                      Galyan's Trading Company, Inc.
                      2437 East Main Street
                      Plainfield, IN 46168
                      Attn: President

               With copies to:

                      The Limited, Inc.
                      Three Limited Parkway
                      P.O. Box 16000
                      Columbus, OH 43216
                      (Columbus, OH 43230 for overnight deliveries)
                      Attention: Corporate Real Estate

               And:

                      Freeman Spogli & Co.
                      599 Lexington Avenue
                      New York, NY 10022
                      Attn: Todd Halloran

               And:

                      O'Melveny & Myers LLC
                      One Citicorp Center
                      153 East 53rd Street
                      New York, NY 10022
                      Attn: Jeffrey Rosen, Esq.

        If any Lender has advised Tenant by Notice in the manner described above
        that it is the holder of a Mortgage and states in such Notice its
        address for the receipt of Notices, then simultaneously with the giving
        of any Notice by Tenant to Landlord, Tenant will send a copy of such
        Notice to such Lender in the manner described above. For the purposes of
        this Section 21, any party may substitute its address by giving 15 days'
        notice to the other party

                                       37
<PAGE>

        in the manner provided above. Any Notice may be given on behalf of any
        party by its counsel.

22.     Estoppel Certificates. Landlord and Tenant will at any time and from
        ---------------------
        time to time, upon not less than 20 days' prior written request by the
        other, execute, acknowledge and deliver to the other a statement in
        writing, certifying: (i) that this Lease is unmodified and in full
        effect (or, if there have been modifications, that this Lease is in full
        effect as modified, setting forth such modifications); (ii) the dates to
        which Basic Rent, payable hereunder has been paid; (iii) that to the
        knowledge of the signer of such certificate (after due inquiry) no
        default by either Landlord or Tenant exists under this Lease or
        specifying each such default of which the signer may have knowledge;
        (iv) the remaining Term under this Lease; (v) with respect to a
        certificate signed on behalf of Tenant, that to the knowledge of the
        signer of such certificate (after due inquiry), there are no proceedings
        pending or threatened against Tenant before or by any court or
        administrative agency which if adversely decided would materially and
        adversely affect the financial condition and operations of Tenant or if
        any such proceedings are pending or threatened to said signer's
        knowledge, specifying and describing the same; and (vi) such other
        matters as may reasonably be requested by the party requesting the
        certificate. It is intended that any such statements may be relied upon
        by any Lender, the recipient of such statements or their assignees or by
        any prospective purchaser, assignee or subtenant of the Leased Premises.

23.     Surrender and Holding Over.
        --------------------------

        (a)    Upon the expiration or earlier termination of this Lease, Tenant
               will peaceably leave and surrender the Leased Premises (except as
               to any portion thereof with respect to which this Lease has
               previously terminated) to Landlord. Tenant will remove from the
               Leased Premises on or prior to such expiration or earlier
               termination the Trade Fixtures and personal property which is
               owned by Tenant or third parties other than Landlord, and Tenant
               at its expense will, on or prior to such expiration or earlier
               termination, repair any damage caused by such removal. Trade
               Fixtures and personal property not so removed by the fifth day
               after the end of the Term or within thirty days after the earlier
               termination of the Term for any reason whatsoever will become the
               property of Landlord, and Landlord may thereafter cause such
               property to be removed from the Leased Premises without any
               liability to Tenant or any third party whose personal property
               Tenant permitted to be placed at the Leased Premises. The
               reasonable out-of-pocket cost of removing and disposing of such
               property and repairing any damage to any of the Leased Premises
               caused by such removal and the reimbursement cost owed to any
               third party whose personal property Tenant permitted to be placed
               at the Leased Premises will be borne by Tenant. Landlord will not
               in any manner or to any extent be obligated to reimburse Tenant
               for any property which becomes the property of Landlord as a
               result of such expiration or earlier termination.

        (b)    Any holding over by Tenant of the Leased Premises after the
               expiration or earlier termination of the Term of this Lease or
               any extensions of this Lease, with the consent of Landlord, will
               operate and be construed as tenancy from month to month only, at
               200% of the Basic Rent in effect immediately preceding the
               holdover and

                                       38
<PAGE>

               otherwise upon the same terms and conditions as contained in this
               Lease. Notwithstanding the foregoing, any holding over without
               Landlord's consent will entitle Landlord, in addition to
               collecting Basic Rent at a rate of 200% of the Basic Rent as
               provided under the previous sentence, to exercise all rights and
               remedies provided by law or in equity, including the remedies of
               Section 19(b).

24.     No Merger of Title. There will be no merger of this Lease nor of the
        ------------------
        leasehold estate created by this Lease with the fee estate in or
        ownership of any of the Leased Premises by reason of the fact that the
        same person, corporation, firm or other entity may acquire or hold or
        own, directly or indirectly: (a) this Lease or the leasehold estate
        created by this Lease or any interest in this Lease or in such leasehold
        estate; and (b) the fee estate or ownership of any of the Leased
        Premises or any interest in such fee estate or ownership. No such merger
        will occur unless and until all persons, corporations, firms and other
        entities having any interest as owner, lien holder, lessee or otherwise
        in: (i) this Lease or the leasehold estate created by this Lease; and
        (ii) the fee estate in or ownership of the Leased Premises or any part
        thereof sought to be merged join in a written instrument effecting such
        merger and duly record the same.

25.     Definition of Landlord.
        ----------------------

        (a)    Anything contained in this Lease to the contrary notwithstanding,
               any claim based on or in respect of any liability of Landlord
               under this Lease will be enforced only against the Landlord's
               interest in the Leased Premises and will not be enforced against
               the Landlord individually or personally.

        (b)    The term "Landlord" as used in this Lease so far as covenants or
               obligations on the part of Landlord are concerned, will be
               limited to mean and include only the owner or owners of the
               Leased Premises or holder of the Mortgage in possession of the
               Leased Premises at the time in question. In the event of any
               transfer or transfers of the title of the Leased Premises, the
               Landlord named in this Lease (and in case of any subsequent
               transfers or conveyances, the then grantor) shall be
               automatically freed and relieved from and after the date of such
               transfer and conveyance of all personal liability as respects the
               performance of any covenants or obligations on the part of
               Landlord contained in this Lease thereafter to be performed.

26.     Hazardous Substances.
        --------------------

        (a)    Tenant agrees that it will not on, about, or under the Leased
               Premises, make, release, treat or dispose of any "hazardous
               substances" as that term is defined in the Comprehensive
               Environmental Response, Compensation and Liability Act, and the
               rules and regulations promulgated pursuant thereto, as from time
               to time amended, 42 U.S.C.(SS).9601 et seq. (the "Act") or any
               other federal, state, or local law applicable to the Leased
               premises regulating the use, storage, release, transportation or
               any other aspect of Hazardous Materials, as defined below
               (collectively, "Environmental Law"); but the foregoing will not
               prevent the use of any hazardous substances strictly in
               accordance with applicable laws and regulations. Tenant
               represents and warrants that it will at all times comply with the
               Act and any other

                                       39
<PAGE>

               federal, state or local Laws governing "Hazardous Materials".
               "Hazardous Materials" means all chemicals, petroleum, crude oil
               or any fraction thereof, hydrocarbons, polychlorinated biphenyls
               (PCBs), asbestos, asbestos-containing materials and/or products,
               urea formaldehyde, or any substances which are classified as
               "hazardous" or "toxic" under the Act; hazardous waste as defined
               under the Solid Waste Disposal Act, as amended 42 U.S.C.(SS).
               6901 et seq.; air pollutants regulated under the Clean Air Act,
               as amended, 42 U.S.C.(SS). 7401, et seq.; pollutants as defined
               under the Clean Water Act, as amended, 33 U.S.C.(SS). 1251, et
               seq., any pesticide as defined by Federal Insecticide, Fungicide,
               and Rodenticide Act, as amended, 7 U.S.C.(SS). 136, et seq., any
               hazardous chemical substance or mixture or imminently hazardous
               substance or mixture regulated by the Toxic Substances Control
               Act, as amended, 15 U.S.C.(SS). 2601, et Seq., any substance
               listed in the United States Department of Transportation Table at
               45 CFR l72.101; any chemicals included in regulations promulgated
               under the above listed statutes; any explosives, radioactive
               material, and any chemical or other substance regulated by
               federal, state or local statutes similar to the federal statutes
               listed above and regulations promulgated under such federal,
               state or local statutes.


        (b)    To the extent required by the Act and/or any federal, state or
               local Laws governing Hazardous Materials, Tenant will remove any
               hazardous substances (as defined in the Act) and Hazardous
               Materials (as defined above) whether now or hereafter existing on
               the Leased Premises and whether or not arising out of or in any
               manner connected with Tenant's occupancy of the Leased Premises
               during the Term. In addition to, and without limiting Section 10
               of this Lease Tenant will and does agree to defend, indemnify and
               hold any Lender and Landlord, their respective officers,
               directors, shareholders, partners, beneficial owners, trustees,
               members, managers, agents and employees, harmless from and
               against any and all causes of actions, suits, demands or
               judgments of any nature whatsoever, losses, damages, penalties,
               expenses, fees, claims, costs (including response and remedial
               costs), and liabilities, including, but not limited to,
               reasonable out-of-pocket attorneys' fees and costs of litigation,
               arising out of or in any manner connected with: (i) the violation
               of any applicable Environmental Law with respect to the Leased
               Premises or Tenant's or any other person's or entity's prior
               ownership of the Leased Premises; (ii) the "release" or
               "threatened release" of or failure to remove, as required by this
               Section 26, "hazardous substances" (as defined in the Act) and
               Hazardous Materials (as defined above) at or from the Leased
               Premises or any portion or portions thereof, including any past
               or current release and any release or threatened release during
               the initial Term and any extension or Renewal Term whether or not
               arising out of or in any manner connected with Tenant's occupancy
               of the Leased Premises during the initial Term or any extension
               or Renewal Term.

        (c)    Tenant agrees that it will not install any underground storage
               tank at the Leased Premises without specific, prior written
               approval from the Landlord and any Lender, which may be withheld
               in Landlord's or such Lender's sole discretion. The Tenant agrees
               that it will not store combustible or flammable materials on the
               Leased Premises in violation of the Act or any other federal,
               state or local Laws governing Hazardous Materials.

                                       40
<PAGE>

        (d)    If Landlord shall have reason to believe that the Leased Premises
               shall not be in compliance with Environmental Law, a "release" of
               Hazardous Materials shall have occurred in, on, under or from the
               Leased Premises, or there shall be Hazardous Materials in, on or
               under the Leased Premises that are not in compliance with all
               Environmental Laws, upon Landlord's written request Tenant shall
               perform an environmental assessment for the benefit of Landlord
               and Lender which shall be prepared at Tenant's expense, provided
               that Landlord shall reimburse Tenant for the actual cost of such
               report to the extent that (a) such report reveals no violation of
               Environmental Laws and (b) such report was not legally required
               of owners or possessors of real property in the locality where
               the Leased Premises are situated.

27.     Entry by Landlord. Landlord and its authorized representatives (which
        -----------------
        includes, without limitation, any Lender) will have the right upon
        reasonable notice (which shall be not less than 2 business days except
        in the case of emergency) to enter the Leased Premises at all reasonable
        business hours (and at all other times in the event of an emergency):
        (a) for the purpose of inspecting the same or for the purpose of doing
        any work under Section 11(c), and may take all such action thereon as
        may be necessary or appropriate for any such purpose (but nothing
        contained in this Lease or otherwise will create or imply any duty upon
        the part of Landlord to make any such inspection or do any such work);
        and (b) for the purpose of showing the Leased Premises to prospective
        purchasers and mortgagees and, at any time within 6 months prior to the
        expiration of the Term of this Lease for the purpose of showing the same
        to prospective tenants. No such entry will constitute an eviction of
        Tenant but any such entry will be done by Landlord in such reasonable
        manner as to minimize any disruption of Tenant's business operation.

28.     Financial Information.
        ---------------------


        (a)    Tenant agrees to deliver the financial information hereinafter
               described to Landlord: within 120 days after the end of each
               fiscal year of Tenant, a balance sheet of Tenant and its
               consolidated subsidiaries, if any, as at the end of such year, a
               statement of changes in Tenant's financial position for such
               year, and a statement of operations and cash flows of Tenant and
               its consolidated subsidiaries, if any, for such year, setting
               forth in each case, in comparative form, the corresponding
               figures for the preceding fiscal year in reasonable detail and
               scope and certified by independent certified accountants of
               recognized national standing selected by Tenant; and within 45
               days after the end of each fiscal quarter of Tenant (other than
               the fourth fiscal quarter) a balance sheet of Tenant and its
               consolidated subsidiaries, if any, as at the end of such quarter
               and statements of operations and cash flows of Tenant and its
               consolidated subsidiaries, if any, for such quarter, setting
               forth in each case, in comparative form, the corresponding
               figures for the similar quarter of the preceding year, in
               reasonable detail and scope and certified by a financial officer
               of Tenant having knowledge thereof; the foregoing financial
               statements all being prepared in accordance with generally
               accepted accounting principles, consistently applied (subject, in
               the case of quarterly statements, to year-end adjustments and the
               absence of footnotes). Tenant shall also deliver to Landlord with
               the foregoing financial statements a quarterly statement of total
               expenses incurred and total cost of all capital improvements with
               respect to the Leased Premises for such calendar quarter. It is

                                       41
<PAGE>

               understood that all such financial statements may contain a
               legend restricting the use that may be made of such information
               and precluding public access thereto and that acceptance of such
               financial statements constitutes the agreement by the recipients
               thereof to comply with such legend, provided, however, that
               Landlord shall not have any liability for, in connection with or
               arising from any failure of any recipient of such financial
               statements to comply with such legend. Notwithstanding the
               foregoing, in the event that Tenant shall become a publicly owned
               corporation, Tenant will deliver to Landlord when filed with the
               Securities and Exchange Commission, copies of the Forms 10Q and
               10K of Tenant.

        (b)    Landlord agrees to keep all information delivered by Tenant under
               Section 28(a) confidential, provided that this confidentiality
               requirement will not apply to information of a public nature or
               learned by Landlord from any source other than Seller. Nothing
               contained in this Section 28(b) will prohibit Landlord from
               disclosing information: (i) to (A) institutional investors which,
               directly or indirectly, provide financing for Landlord
               acquisition of the Leased Premises on the date of this Lease, (B)
               such other institutional investors which acquire Landlord's
               interest in this Lease and the Premises, or from time to time
               provide or may be willing to provide, directly or indirectly,
               such financing to Landlord, (C) Landlord's agents, (D)
               prospective investors in Landlord, and (E) Landlord's
               consultants, as long as each such party referred to in this
               clause (i) enters into an agreement with Landlord and Tenant to
               keep such information confidential, (ii) to Landlord's members,
               partners and shareholders (provided that such parties will be
               obligated to abide by the provisions of this Section 28(b)),
               (iii) as required by any applicable securities requirement, law,
               or court order, or (iv) in any action between the Tenant and any
               such parties. The provisions of this Section 28(b) will survive
               the expiration or earlier termination of this Lease.


29.     No Usury. The intention of the parties being to conform strictly to the
        --------
        applicable usury laws, whenever any provision herein provides for
        payment by Tenant to Landlord of interest at a rate in excess of the
        legal rate permitted to be charged, such rate herein provided to be paid
        will be deemed reduced to such legal rate.

30.     Separability. Each and every covenant and agreement contained in this
        ------------
        Lease is, and will be construed to be, a separate and independent
        covenant and agreement, and the breach of any such covenant or agreement
        by Landlord will not discharge or relieve Tenant from its obligation to
        perform the same. If any term or provision of this Lease or the
        application thereof to any provision of this Lease or the application
        thereof to any person or circumstances will to any extent be invalid and
        unenforceable, the remainder of this Lease, or the application of such
        term or provision to person or circumstances other than those as to
        which it is invalid or unenforceable, will not be affected thereby, and
        each term and provision of this Lease will be valid and will be enforced
        to the extent permitted by law.

31.     Miscellaneous.
        -------------

        (a)    Unless otherwise stated, all section references in this Lease
               refer to sections of this Lease. The section headings in this
               Lease are used only for convenience in finding

                                       42
<PAGE>

               the subject matters and are not part of this Lease or to be used
               in determining the intent of the parties or otherwise
               interpreting this Lease.

        (b)    As used in this Lease the singular includes the plural as the
               context requires and the following words and phrases shall have
               the following meanings: (i) "including" means "including but not
               limited to"; (ii) "provisions" means "provisions, terms,
               agreements, covenants and/or conditions"; (iii) "lien" means
               "lien, charge, encumbrance; title retention agreement, pledge,
               security interest, mortgage and/or deed of trust"; and (iv)
               "obligation" means "obligation, duty, agreement, liability,
               covenant or condition".

        (c)    Any act which Landlord is permitted to perform under this Lease
               may be performed at any time and from time to time by Landlord or
               any person or entity designated by Landlord. Any act which Tenant
               is required to perform under this Lease will be performed at
               Tenant's sole cost and expense without contribution by or charge
               to Landlord at any time.

        (d)    This Lease may be modified, amended, discharged or waived only by
               an agreement in writing signed by the party against whom
               enforcement of any such modification, amendment, discharge or
               waiver is sought.

        (e)    The covenants of this Lease will run with the Land and bind
               Tenant, the successors and assigns of Tenant and all present and
               subsequent encumbrances and subtenants of any of the Leased
               Premises, and will inure to the benefit of and bind Landlord, its
               successors and assigns.

        (f)    This Lease will be simultaneously executed in several
               counterparts, each of which when so executed and delivered will
               constitute an original, fully enforceable counterpart for all
               purposes.

        (g)    This Lease will be governed by and construed according to the
               laws of the State in which the Leased Premises is located.

        (h)    Wherever the consent or approval of Landlord is required under
               this Lease, unless otherwise specified, Landlord agrees that it
               will not unreasonably withhold or delay such consent or approval.

32.     Right of First Refusal.
        ----------------------

        (a)    Landlord will not at any time during the Term sell or convey or
               agree to sell or convey the Leased Premises without first having
               complied with the requirements of this Section 32. If Landlord
               desires to sell or convey all or any portion or portions of the
               Leased Premises, Landlord will obtain from a third party a bona
               fide arms' length written offer (the "Offer"), acceptable to
               Landlord, to purchase all or such portion of the Leased Premises;
               and Landlord will submit a written copy of the Offer to Tenant
               and will give Tenant 10 days within which to elect to purchase
               the portion of the Leased Premises which is the subject of the
               Offer (the "Subject Premises") on

                                       43
<PAGE>

               the precise terms and conditions of the Offer (except that if the
               Offer is in whole or in part for consideration other than cash,
               Tenant will have the right to pay in cash the fair market value
               of such non-cash consideration). If Tenant elects to so purchase
               the Subject Premises, Tenant will give to Landlord written notice
               thereof ("Acceptance Notice") and closing will be held within 60
               days after the date of the Acceptance Notice, whereupon Landlord
               will convey the Subject Premises to Tenant. At closing, Landlord
               will deliver to Tenant a special warranty deed (or local
               equivalent), sufficient to convey to Tenant fee simple title to
               the Subject Premises free and clear of all liens, restrictions
               and encumbrances, except for the Permitted Encumbrances, liens or
               encumbrances created or suffered by, through or under Tenant or
               arising by reason of the failure of Tenant to have observed or
               performed any term, covenant or agreement under this Lease to be
               observed or performed by Tenant, the lien of any Impositions then
               affecting the Leased Premises, this Lease and, if the Subject
               Premises are to be conveyed subject to the outstanding balance of
               the Loan, the Mortgage and all other Loan documents.


        (b)    Despite Landlord's sale, from time to time, of any portion or
               portions of the Leased Premises, this right of first refusal will
               continue as to all remaining portions of the Leased Premises. If
               Tenant elects not to purchase the Subject Premises, Landlord may
               thereafter sell the Subject Premises which are the subject of the
               Offer only to the party making the Offer or its assignee(s) and
               only in accordance with the terms thereof, unless a further Offer
               is submitted to Tenant in accordance with this Section 32;
               provided, however, that Landlord will not be required to submit
               such offer to Tenant if the revised Purchase Price (including the
               fair market value of any non-cash consideration) is not less than
               97.5% of the purchase price (including the fair market value of
               any non-cash consideration) listed in the original Offer. To
               prevent Landlord from defeating the rights of Tenant under this
               Section 32, Landlord agrees that Landlord will at no time accept
               an offer to purchase all or any portion of the Leased Premises
               together with any other property, except for (i) other property
               which is leased to Tenant or an affiliate of Tenant, or (ii)
               sales of multiple properties (including the Leased Premises) as
               to which the Leased Premises is separated from the multiple-
               property sale upon Tenant's request, a separate purchase price is
               set for the Leased Premises and Tenant's rights under this
               Section 32 are otherwise preserved. In no event will the
               provisions of this Section 32 or the rights and privileges of
               Tenant under this Section 32 be construed as limiting in any
               manner any other rights granted elsewhere in this Lease to
               Tenant.

        (c)    Notwithstanding anything to the contrary in this Lease, the
               provisions of this Section 32 will not apply to: (i) any sale or
               conveyance of the Leased Premises in foreclosure (or similar
               proceeding) of a bona-fide mortgage or deed of trust or to any
               conveyance in lieu of foreclosure of such a mortgage or deed of
               trust; or (ii) any sale, conveyance, alienation, mortgage,
               encumbrance, pledge or transfer of the beneficial ownership
               interest, membership interest or other equity interest in
               Landlord, or the change of the trustee, manager or other
               controlling person of the Landlord.

        (d)    If Landlord obtains an Offer with respect to a sale or conveyance
               of all or any portion of the Leased Premises, and sells the
               Leased Premises (to Tenant or anyone else) Tenant hereby
               acknowledges and consents as follows: (i) any such sale or
               conveyance during any period in which the Loan may not be prepaid
               will be subject to the outstanding balance of the Loan, and, if
               Tenant is entitled to, and does, exercise its rights under this
               Section 32, the Loan, Note, Mortgage and other Loan

                                       44
<PAGE>

               documents will be assumed by Tenant, and the lien of the Mortgage
               may not be released during such period; (ii) such sale will be in
               accordance with and subject to the terms and provisions of the
               Note and Mortgage, whether such purchase contemplates the
               purchase of the Leased Premises subject to the lien of the
               Mortgage or for a release of the lien of the Mortgage; and (iii)
               if the lien of the Mortgage is not released in connection with
               such sale of the Leased Premises, and if Tenant acquires the
               Leased Premises, no merger of title will occur and this Lease and
               any guaranty of this Lease will remain in full force and effect
               in accordance with their terms.

        (e)    If Tenant has agreed to purchase the Subject Premises pursuant to
               an Offer under which the third party offeror was to acquire the
               Subject Premises under and subject to the lien of the Mortgage,
               and if such purchase by Tenant of the Subject Premises occurs at
               a time when the Loan may be prepaid, Tenant may purchase the
               Subject Premises for cash free and clear of the Mortgage but only
               if: (i) the cash portion of the Offer is increased by an amount
               equal to the principal and interest secured by the Mortgage; and
               (ii) Tenant pays (in addition to the purchase price) all
               prepayment premiums, yield maintenance amounts, satisfaction fees
               and other sums which become owing as a result of such prepayment;
               all to the end and effect that Landlord will net the same amount
               as Landlord would have netted had the Subject Premises been sold
               under and subject to the lien of the Mortgage, pursuant to the
               Offer. Otherwise, Tenant shall be responsible (with Landlord's
               cooperation) for obtaining any required Lender consent to the
               transfer.

33.     Tenant Representations. Tenant hereby represents and warrants to
        ----------------------
        Landlord as follows:



        (a)    Tenant is duly organized, validly existing and in good standing
               as a corporation under the laws of the State of Indiana and is
               qualified to do business and is in good standing in the State of
               Indiana.

        (b)    Tenant has all requisite power and authority, has taken all
               actions required by its organizational documents and applicable
               law, and has obtained all consents that are necessary to
               authorize or enable it to executive and deliver this Lease and
               the Lease Memorandum being executed concurrently herewith and to
               perform the obligations of Tenant as set forth in this Lease. The
               representatives executing this Lease and the Lease Memorandum on
               Tenant's behalf have been duly authorized and are empowered to
               bind Tenant to this Lease and the Lease Memorandum.

        (c)    Neither the execution of this Lease and the Lease Memorandum by
               Tenant nor the consummation by Tenant of the transactions
               contemplated thereby will (i) conflict with, or result in a
               breach of, the terms, conditions, or provisions of, or constitute
               a default under, or result in a termination of, any material
               agreement or instrument to which Tenant is a party (this
               representation being made to the knowledge of the current
               management of Tenant as to matters prior to the date of this
               Lease) and which would have a material adverse effect on

                                       45
<PAGE>

               Tenant's ability to perform its obligations hereunder, (ii)
               violate any restriction to which Tenant is subject (this
               representation being made to the knowledge of the current
               management of Tenant as to matters prior to the date of this
               Lease) and which would have a material adverse effect on Tenant's
               ability to perform its obligations hereunder, or (iii) constitute
               a violation of any applicable code, resolution, law, statute,
               regulation, ordinance, judgment, rule, decree or order of which
               Tenant is aware and which would have a material adverse effect on
               Tenant's ability to perform its obligations hereunder.

        (d)    The execution and delivery of this Lease and the performance of
               its terms by Tenant do not and will not conflict with or result
               in a breach of any of the terms, provisions or conditions of the
               articles of incorporation or bylaws of Tenant presently in
               effect.

        (e)    This Lease has been duly authorized by all necessary action on
               the part of Tenant, has been duly executed and delivered by
               Tenant, and constitutes the legally valid and enforceable
               obligations of Tenant, enforceable in accordance in accordance
               with it terms, except as enforcement may be limited by
               bankruptcy, insolvency, reorganization, moratorium or similar
               laws or by equitable principles or local landlord/tenant law
               relating to or limiting the rights of landlords generally.

34.     Landlord Representations. Landlord hereby represents and warrants to
        ------------------------
        Tenant as follows:


        (a)    Landlord has all requisite power and authority, has taken all
               actions required by its organizational documents and applicable
               law, and has obtained all consents that are necessary to
               authorize or enable it to executive and deliver this Lease and
               the Lease Memorandum being executed concurrently herewith. The
               representatives executing this Lease and the Lease Memorandum on
               Landlord's behalf have been duly authorized and are empowered to
               bind Landlord to this Lease and the Lease Memorandum.

        (b)    The execution and delivery of this Lease do not and will not
               conflict with or result in a breach of any of the terms,
               provisions or conditions of the certificate of formation or
               limited liability company agreement of Landlord presently in
               effect.

        (c)    This Lease has been duly authorized by all necessary action on
               the part of Landlord, has been duly executed and delivered by
               Landlord, and constitutes the legally valid obligations of
               Landlord.

               IN WITNESS WHEREOF, Landlord and Tenant have caused this
instrument to be executed as of the day and year first written above.

                      Landlord:   CP GAL PLAINFIELD, LLC,
                                  a Delaware limited liability company

                                     /s/ Howard G. Sands
                                  By:-------------------------------------
                                     Howard G. Sands, Manager

                                       46
<PAGE>

                      Tenant:     GALYAN'S TRADING COMPANY, INC.,
                                  an Indiana corporation

                                         /s/ Joel L. Silverman
                                  By:------------------------------
                                             Joel L. Silverman
                                  Name:----------------------------
                                             President
                                  Title:---------------------------

                                       47
<PAGE>

                                   Exhibit A

                            Description of Property
                            -----------------------

Lot 1 of the Final Plat - Westcor, Phase 1 "An Incremental Phase Plat of
Westcor" being a part of the North Half of Section 31, Township 15 North, Range
2 East located in Plainfield, Indiana and recorded as Instrument Number
9700007298 in Plat Cabinet 4, Slide 87, pages 1 & 2 in the Office of the
Recorder of Hendricks County, Indiana.
<PAGE>

                                                Exhibit B

                                                Store # 0
                                                Plainfield, IN



        Lease Year      Sept 1-Aug 31        Annual          Monthly
       ------------     -------------     ------------     -----------
           1             1999-2000        $ 725,000.00     $ 60,416.67
           2             2000-2001          735,875.04       61,322.92
           3             2001-2002          746,913.12       62,242.76
           4             2002-2003          758,116.80       63,176.40
           5             2003-2004          769,488.60       64,124.05
           6             2004-2005          781,030.92       65,085.91
           7             2005-2006          792,746.40       66,062.20
           8             2006-2007          804,637.56       67,053.13
           9             2007-2008          816,707.16       68,058.93
          10             2008-2009          828,957.72       69,079.81
          11             2009-2010          841,392.12       70,116.01
          12             2010-2011          854,013.00       71,167.75
          13             2011-2012          866,823.24       72,235.27
          14             2012-2013          879,825.60       73,318.80
          15             2013-2014          893,022.96       74,418.58
          16             2014-2015          906,418.32       75,534.86
          17             2015-2016          920,014.56       76,667.88
          18             2016-2017          933,814.80       77,817.90
          19             2017-2018          947,822.04       78,985.17
          20             2018-2019          962,039.40       80,169.95


First Option             2019-2024          962,039.40       80,169.95

Second Option            2024-2029        1,034,192.40       86,182.70

Third Option             2029-2034        1,111,756.80       92,646.40

Fourth Option            2034-2039        1,195,138.56       99,594.88

Fifth Option             2039-2044        1,284,774.00      107,064.50

Sixth Option             2044-2049        1,381,132.08      115,094.34

Seventh Option           2049-2054        1,484,717.04      123,726.42

Eighth Option            2054-2059        1,596,070.80      133,005.90