ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE  AGREEMENT,  dated as of November 2, 1998, by and among
ZEKE'S  GRILL,  INC.,  a  Texas  corporation  doing  business  as  "Doolittle's"
("Seller")  and  RESTAURANT  TEAMS  INTERNATIONAL,  INC.,  a  Texas  corporation
("Purchaser").

                                   WITNESSETH:

     WHEREAS,  Seller owned and operated a restaurant under the name Doolittle's
at 5290 Belt Line Road, Addison,  Texas (the "Restaurant"),  which Restaurant is
now closed; and

     WHEREAS,  Seller  desires to sell to Purchaser  the assets  employed by the
Restaurant,  and Purchaser desires to purchase such assets, all on the terms and
subject to the conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged,  and intending to be legally  bound,  the parties  hereby agree as
follows:

                             ARTICLE I - DEFINITIONS

     1.1 Definitions.  For purposes of this Agreement, the following terms shall
have the meanings set forth below:

     "Action" shall mean any action, suit, litigation, complaint,  counterclaim,
claim,  petition,  mediation contest, or administrative  proceeding,  whether at
law, in equity, in arbitration or otherwise,  and whether conducted by or before
any Government or other Person.

     "Assets" shall mean the assets and properties listed as Exhibit A and shall
not include any asset not identified on Exhibit A.

     "Bill  of Sale  and  Assignment  Agreement"  shall  mean an  instrument  in
substantially  the form of Exhibit B hereto pursuant to which the Assets will be
transferred and assigned to Purchaser at the Closing.

 "Closing" shall have the meaning set forth in Section 2.6 hereof.

 "Closing Date" shall mean the time and date that the Closing occurs.

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     "Consents"  shall mean all  consents,  approvals,  and  estoppels of others
which are  required  to be  obtained  in order to effect  the valid  assignment,
transfer,  and  conveyance  to  Purchaser  of  the  Material  Contracts  without
resulting in any default thereunder.

     "Contracts" shall mean all contracts,  agreements,  and leases of equipment
or other personal property that relate exclusively to the Restaurant.

     "Default"  shall mean an event of default  as  defined in any  contract  or
other agreement or instrument,  or any event which,  with the passage of time or
giving of notice or both,  would  constitute an event of default or other breach
under such document or instrument.

     "Effective Time" shall have the meaning set forth in Section 2.5 hereof.

     "Environmental Laws" shall mean all federal,  state,  municipal,  and local
laws,  statutes,  ordinances,  rules,  regulations,   conventions,  and  decrees
relating to the environment,  including  without  limitation,  those relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants,  chemicals, or industrial, toxic, or Hazardous Materials or wastes
of every kind and nature  into the  environment  (including  without  limitation
ambient air,  surface  water,  ground water,  soil,  and subsoil),  or otherwise
relating to the manufacture, generation, processing, distribution,  application,
use,  treatment,  storage,  disposal,  transport,  or  handling  of  pollutants,
contaminants,  chemicals,  or  industrial,  toxic,  or hazardous  substances  or
wastes, and any and all laws, rules,  regulations,  codes,  directives,  orders,
decrees, judgments, injunctions, consent agreements,  stipulations,  provisions,
and   conditions  of  Environmental  Permits,  licenses,  injunctions,   consent
agreements,  stipulations,  certificates of  authorization,  and other operating
authorizations, entered, promulgated, or approved thereunder.

     "Environmental  Permits"  shall mean all permits,  licenses,  certificates,
approvals, authorizations,  regulatory plans or compliance schedules required by
applicable  Environmental Laws, or issued by a Government pursuant to applicable
Environmental  Laws,  or  entered  into by  agreement  of the party to be bound,
relating  to  activities  that  affect  the   environment,   including   without
limitation,   permits,  licenses,   certificates,   approvals,   authorizations,
regulatory plans and compliance  schedules for air emissions,  water discharges,
pesticide  and  herbicide  or  other  agricultural   chemical  storage,  use  or
application,  and Hazardous  Material or Solid Waste  generation,  use, storage,
treatment and disposal.

     "Forum" shall mean any federal,  state, local, municipal, or foreign court,
governmental   agency,   administrative  body  or  agency,   tribunal,   private
alternative dispute resolution system, or arbitration panel.

     "Government" shall mean any federal,  state, local,  municipal,  or foreign
government   or   any   department,    commission,    board,   bureau,   agency,
instrumentality, unit, or taxing authority thereof.

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     "Hazardous  Material" shall mean all substances and materials designated as
hazardous  or  toxic  as  of  the  date  hereof   pursuant  to  any   applicable
Environmental Law.

     "Knowledge  of  Seller"  (or words of like  effect)  when used to qualify a
representation,  warranty, or other statement shall mean the actual knowledge of
Seller's executive officers.

     "Orders"  shall mean all  applicable  orders,  writs,  judgments,  decrees,
rulings, consent agreements, and awards of or by any Forum or entered by consent
of the party to be bound.

     "Person" shall include an individual,  a  partnership,  a joint venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization, a government, and any other legal entity.

     "Real Property" shall mean the land and improvements  leased by Seller (all
of which tracts and parcels are described in that certain Assignment, Assumption
and Amendment  Agreement with The Mutual Life Insurance Company of New York (the
"Lease Assignment"), and all buildings, fixtures, signs, parking facilities, and
other improvements located thereon and appurtenances thereto.

     "Releases" shall mean the following  third-party releases from any liens or
claims  against the Assets:  (i) UCC-3 from The Auction  Group;  (ii) UCC-3 from
Texas  United  Equipment;  (iii)  State Tax Lien  Release  from Texas  Workforce
Commission;  (iv) Texas Sales Tax Lien Release and Mixed Beverage Gross Receipts
Tax Release from Texas Comptroller; and (v) release from Don Cass.

     "Schedules" shall mean the numbered sections of the Disclosure Memorandum.

     "Solid Waste" shall mean any garbage, refuse, sludge from a waste treatment
plant,  water supply treatment  plant, or air pollution  control  facility,  and
other discarded  material,  including  solid,  liquid,  semisolid,  or contained
gaseous material resulting from industrial, commercial, mining, and agricultural
operations, and from community activities.

                         ARTICLE 11 - PURCHASE AND SALE

     2.1 Purchase  and Sale.  Upon the terms and subject to the  conditions  set
forth in this Agreement,  at the Closing Seller shall sell, transfer, and assign
to Purchaser  all of Seller's  right,  title,  and interest in and to the Assets
free and clear of any mortgage, security interest, lien, charge, claim, or other
encumbrance of any nature,  and Purchaser  shall purchase the Assets from Seller
for the Purchase Price set forth in Section 2.3.

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     2.2 Liabilities. Purchaser does not hereby assume or agree to assume or pay
any  obligations,   liabilities,   indebtedness,  duties,  responsibilities,  or
commitments  of Seller or any other Person,  of any nature  whatsoever,  whether
known or unknown, absolute or contingent, due or to become due.

     2.3  Purchase  Price.  The  purchase  price for the Assets  (the  "Purchase
Price")  shall be (i) cash in the amount of $50,000,  which shall be paid in the
form of a check in the amount of $18,808.56 to The Auction Group,  Inc. pursuant
to the  instructions  attached as Exhibit C, a check to The  Weitzman  Group for
$10,000 as a  commission,  and the balance of  $21,191.44 to the Seller and (ii)
restricted shares of common stock of Purchaser,  with the number of shares equal
to $50,000 divided by the Issue Price. The Issue Price shall be the sum of $2.40
per share;  provided,  however,  that such  price  shall be reduced to $1.75 per
share if the common  stock of  Purchaser  is not  trading at or above a price of
$3.00 per share one year following the Closing Date.  Such shares will be issued
and held by the  Purchaser  and  released  to  Seller  one year from the date of
closing.  In lieu of  delivering  the  shares,  Purchaser  may elect to  instead
deliver to Seller the sum of  $60,000  in cash as the final  installment  of the
Purchase  Price.  The number of shares or the amount of cash delivered  shall be
subject to  reduction as follows:  Any  unsatisfied  claims for  indemnification
pursuant to Article V may be satisfied by Purchaser  withholding  from  delivery
the amount in cash or that number of shares of common  stock equal to the amount
of the unsatisfied claims divided by the Issue Price.

     2.4 Deliveries at the Closing. (a) At the Closing,  Seller shall deliver to
Purchaser the following:

               (i) The Lease Assignment;

               (ii) A certificate of the Secretary or an Assistant  Secretary of
          Seller,  dated as of the Closing  Date,  certifying  in such detail as
          Purchaser may reasonably  request (A) that attached  thereto is a true
          and complete copy of resolutions adopted by the Board of Directors and
          Shareholders of the Seller  authorizing the execution,  delivery,  and
          performance  of  this  Agreement,  the  Bill of  Sale  and  Assignment
          Agreement,  and that all such  resolutions are still in full force and
          effect  and are all the  resolutions  adopted in  connection  with the
          transactions  contemplated  by  this  Agreement,  and  (B)  as to  the
          incumbency and specimen  signature of each officer of Seller executing
          this Agreement,  the Bill of Sale and Assignment Agreement, the Deeds,
          and any certificate or instrument furnished pursuant hereto.

               (iii) The Bill of Sale and Assignment Agreement, duly executed by
          Seller;

               (iv) The Releases;

               (v) A Cross-Receipt, duly executed by Seller; and

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               (viii) Any other documents that Purchaser may reasonably  request
          at least  three days prior to the Closing in order to  effectuate  the
          transactions contemplated hereby.

               (b)  At  the  Closing  Purchaser  shall  deliver  to  Seller  the
          following:

                    (i) A certificate of the Secretary or an Assistant Secretary
               of Purchaser,  dated as of the Closing  Date,  certifying in such
               detail as Seller may request (A) that attached  thereto is a true
               and  complete  copy  of  resolutions  adopted  by  the  Board  of
               Directors of Purchaser  authorizing  the execution,  delivery and
               performance of this Agreement and the Bill of Sale and Assignment
               Agreement,  and that all such resolutions are still in full force
               and effect and are all the resolutions adopted in connection with
               the  transactions  contemplated by this Agreement,  and (B) as to
               the  incumbency  and  specimen   signature  of  each  officer  of
               Purchaser  executing  this  Agreement,  and  any  certificate  or
               instrument  furnished  pursuant  hereto  or  to be  furnished  in
               connection herewith as of the Closing Date;

                    (ii) The funds constituting the Purchase Price;

                    (iii)  The  Bill  of Sale  and  Assignment  Agreement,  duly
               executed by Purchaser;

                    (iv) A Cross-Receipt, duly executed by Purchaser; and

                    (v) Any other  documents that Seller may reasonably  request
               at least three days prior to the Closing.

     2.5  Transfer of  Operations.  Purchaser  shall be  entitled  to  immediate
possession  of, and to exercise all rights  arising  under,  the Assets from and
after the Closing Date (the  "Effective  Time"),  except as  otherwise  provided
herein.  The risk of loss or  damage  by fire,  storm,  flood,  theft,  or other
casualty or cause shall be in all respects  upon Seller  prior to the  Effective
Time and upon the Purchaser thereafter.

     2.6 Closing.  The closing of the transactions  described in this Article 11
(the  "Closing")  shall take place at the  offices of Glast,  Phillips & Murray,
P.C.,  2200 One Galleria  Tower,  13355 Noel Road,  Dallas,  Texas  75240,  upon
execution of this  Agreement and delivery of all items set forth in Section 2.4,
on  November 2, 1998,  or on such other date and time as may be mutually  agreed
upon by the parties hereto.

     2.7 Allocation of Purchase Price.  The Purchase Price shall be allocated to
the  Assets.  Each party  hereby  agrees that it will not take a position on any
income tax return, before any

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governmental  agency  charged with the  collection  of any income tax, or in any
judicial proceeding that is inconsistent with the terms of this Section 2.7.

     2.8 Liquor Permit. Seller has voluntarily  relinquished and surrendered the
permit  issued  by the  Texas  Alcohol  Beverage  Control  Commission  to  serve
alcoholic beverages at the Restaurant. Purchaser shall apply for a new permit to
cover its operations at the Restaurant.

     2.9 Further Assurances.  From time to time after the Closing at Purchaser's
request and expense, Seller shall execute, acknowledge, and deliver to Purchaser
such other  instruments  of  conveyance  and  transfer and shall take such other
actions  and  execute  and deliver  such other  documents,  certifications,  and
further  assurances as Purchaser may reasonably require to vest more effectively
in  Purchaser,  or to put  Purchaser  more  fully in  possession  of, any of the
Assets.  Each party hereto will cooperate with the other and execute and deliver
to the other party hereto such other  instruments  and  documents  and take such
other  actions  as may be  reasonably  requested  from time to time by any other
party  hereto as  necessary  to carry out,  evidence,  and confirm the  intended
purpose of this Agreement.

             ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER

     Subject  to the  limitations  and  exceptions  set forth in the  Disclosure
Memorandum  dated of even date hereof,  as  supplemented or amended from time to
time by Seller  prior to the Closing  Date,  regardless  of whether any Schedule
constituting a part of the  Disclosure  Memorandum is referenced in any specific
provision below, Seller hereby represents and warrants to Purchaser as follows:

     3.1  Organization.   Qualifications and  Corporate  Power.   Seller  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Texas.  Seller  has the power  and  authority  to  execute,
deliver, and perform this Agreement, the Bill of Sale and Assignment Agreement,
and all other agreements, documents, certificates, and other papers contemplated
to be delivered by Seller pursuant to this Agreement.

     3.2 Authorization.  The execution,  delivery,  and performance by Seller of
this  Agreement,  the  Bill of Sale  and  Assignment  Agreement,  and all  other
agreements,  documents,  certificates,  and  other  papers  contemplated  to  be
delivered by Seller  pursuant to this  Agreement have been, or as of the Closing
will have been, duly authorized by all required corporate action by Seller.

     3.3  Non-Contravention.  The execution,  delivery and  performance of this
Agreement  will  not  violate  or  result  in a breach  of any term of  Seller's
Articles of  Incorporation  or Bylaws,  result in a breach of any  agreement  or
other  instrument  to which  Seller is a party or violate  any law or any order,
rule, or regulation  applicable to Seller of any Forum having  jurisdiction over
Seller;  and will not result in the creation or imposition of any lien,  charge,
or encumbrance of

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 any nature  whatsoever  upon any of the Assets.  The  execution,  delivery  and
 performance  of this Agreement and the other  documents  executed in connection
 herewith,  and the  consummation of the  transactions  contemplated  hereby and
 thereby  do not  require  any  filing  with,  notice to or  consent,  waiver or
 approval of any third party, including but not limited to, any Forum.

     3.4  Validi1y.  This  Agreement has been duly executed and delivered by the
Seller and  constitutes  the legal,  valid,  and binding  obligation  of Seller,
enforceable in accordance with its terms,  subject to general equity  principles
and  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  and
similar laws from time to time in effect affecting the enforcement of creditors'
rights.  When the Bill of Sale and  Assignment  Agreement  has been executed and
delivered in  accordance  with this  Agreement,  it will  constitute  the legal,
valid,  and binding  obligation of Seller,  enforceable  in accordance  with its
terms,  subject to  general  equity  principles  and to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  and similar laws from time to time in
effect affecting the enforcement of creditors' rights.

     3.5  Assets.  (a)  Seller  has good and  valid  title to all of the  Assets
constituting  personal  property,  free  and  clear  of any and  all  mortgages,
pledges, security interests,  liens, charges,  conditional sales agreements, and
other encumbrances, all of which shall be released at or prior to Closing.

          (b) The Assets shall be conveyed in their  existing  condition,  which
     Purchaser has reviewed and accepts "as is."

     3.6 The Restaurant.  (a) To the knowledge of Seller,  no work for municipal
improvements  has been commenced on or in connection  with the Restaurant or any
street adjacent thereto and no such improvements are contemplated. No assessment
for public  improvements  has been made  against the  Restaurant  which  remains
unpaid.  No notice from any  Government  has been served upon the  Restaurant or
received by Seller,  requiring  or calling  attention  to the need for any work,
repair,  construction,  alteration, or installation on or in connection with the
Restaurant which has not been complied with.

     (b) Seller holds all  Environmental  Permits  necessary for  conducting the
business of the Restaurant and has conducted,  the business of the Restaurant in
material  compliance with all applicable  Environmental  Laws and  Environmental
Permits held by it, including, without limitation, all record keeping and filing
requirements.  To the Seller's  knowledge,  all  Hazardous  Materials  and Solid
Waste,  on, in, or under the Restaurant have been properly  removed and disposed
of, and to the Seller's knowledge no past or present disposal, discharge, spill,
or  other  release  of,  or  treatment,  transportation,  or other  handling  of
Hazardous  Materials  or  Solid  Waste  on,  in,  under,  or  off-site  from the
Restaurant will subject the Purchaser,  or any subsequent  owner,  occupant,  or
operator of the  Restaurant  to  corrective  or  compliance  action or any other
liability. There are no pending, or to Seller's knowledge, threatened Actions or
Orders  against or  involving  Seller  relating to any  alleged  past or ongoing
violation of any Environmental Laws or Environmental Permits with respect to the
Restaurant, nor to Seller's

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knowledge  is Seller  subject  to any  liability  for any such  past or  ongoing
violation.

     3.7 Taxes.  All Property  Taxes relating to the Assets have been fully paid
for 1997 and all prior tax years and there are no delinquent  property tax liens
or assessments. Seller has also timely filed (or will timely file) all other tax
returns and reports of whatever kind pertaining to the Assets and required to be
filed by  Seller  up to the  Closing  Date,  including  all  sales and use taxes
arising out of the operations of the Restaurant. Seller has paid (or will timely
pay) all taxes of whatever kind, including any interest, penalties, governmental
charges,  duties, fees, and fines imposed by all governmental entities or taxing
authorities,  which are due and payable  prior to the Closing  Date or for which
assessments relating to any period prior to the Closing Date have been received,
the  nonpayment  of  which  would  result  in a lien  on any of the  Assets.  In
addition,  (i) no audit of any material  federal,  state or local U.S. return of
the Seller is currently in progress,  nor has the Seller been notified that such
an audit is  contemplated  by any  taxing  authority,  (ii) the  Seller  has not
extended any statute of limitations with respect to the period for assessment of
any federal,  state or local U.S. tax, and (iii) the Seller does not contemplate
the filing of an amendment to any return,  which amendment would have a material
adverse effect on the Seller.

     3.8 Litigation.  Except as set forth on Schedule 3.8, there is no material
Action or Order  pending or, to the knowledge of Seller,  threatened  against or
affecting  Seller that pertains to the  Restaurant,  or any of the Assets before
any court or by or before any Forum.

     3.9 Accuracy of Schedules.  Certificates  and  Documents.  All  information
concerning Seller contained in any certificate  furnished to Purchaser  pursuant
to this Agreement or in the  Disclosure  Memorandum is or will be when furnished
both complete and accurate in all material respects; and all documents furnished
to Purchaser  pursuant to this Agreement  which are documents  described in this
Agreement or in the  Disclosure  Memorandum  are true and correct  copies of the
documents which they purport to represent.

     3.10  Securities.  Seller  will  acquire  the  shares  of  common  stock of
Purchaser  for  investment  purposes only and not with a view to their resale or
distribution.  Seller acknowledges that the shares are restricted and may not be
sold except in compliance with federal and state  securities  laws.  Seller is a
knowledgeable and  sophisticated  investor and is able to evaluate the risks and
merits of acquiring common stock of the Purchaser.

            ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF PURCHASER

 Purchaser hereby represents and warrants to Seller as follows:

     4.1  Organization,   Corporate  Power,  Authorization.   Purchaser  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Texas. Purchaser has the power and authority to execute and
deliver this Agreement and the Bill of Sale


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 and  Assignment  Agreement,  and to consummate  the  transactions  contemplated
 hereby.  All actions on the part of Purchaser  necessary for the authorization,
 execution,  and delivery of this  Agreement and the Bill of Sale and Assignment
 Agreement, and performance of all obligations of Purchaser thereunder have been
 duly taken.

     4.2 Non-Contravention. The execution and delivery of this Agreement and the
Bill of Sale and Assignment Agreement by Purchaser does not and the consummation
by  Purchaser  of the  transactions  contemplated  hereby and  thereby  will not
violate any provision of its articles of incorporation or bylaws.

     4.3  Validity.  This  Agreement  has been duly  executed  and  delivered by
Purchaser,   and  constitutes  the  legal,  valid,  and  binding  obligation  of
Purchaser,  enforceable  against it in  accordance  with its  terms,  subject to
general   equity   principles   and  to   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  and  similar  laws  from  time to  time in  effect
affecting  the  enforcement  of  creditors'  rights.  When  the Bill of Sale and
Assignment  Agreement has been  executed and  delivered in accordance  with this
Agreement,  it will  constitute  the legal,  valid,  and binding  obligation  of
Purchaser,  enforceable in accordance with its terms,  subject to general equity
principles and to applicable bankruptcy, insolvency, reorganization, moratorium,
and  similar  laws from  time to time in effect  affecting  the  enforcement  of
creditors' rights.

                           ARTICLE V - INDEMNIFICATION

     5.1  Purchaser  Claims.  (a)  Seller  shall  indemnify  and  hold  harmless
Purchaser, its successors and assigns, against, and in respect of:

     (i) Any and all damages, losses, liabilities,  costs, and expenses incurred
or suffered by Purchaser that result from, relate to, or arise out of:

               (A) any and all  liabilities  and  obligations  of  Seller of any
          nature whatsoever;

               (B) any failure by Seller to carry out any  covenant or agreement
          contained in this Agreement;

               (C)  any  misrepresentation  or  breach  of  warranty  by  Seller
          contained  in  this  Agreement,  the  Disclosure  Memorandum,  or  any
          certificate, furnished to Purchaser by Seller pursuant hereto;

               (D) any claim by any Person for any  brokerage or finder's fee or
          commission  in respect of the  transactions  contemplated  hereby as a
          result of  Seller's  dealings,  agreement,  or  arrangement  with such
          Person over and above the $ 10,000 being paid to The  Weitzman  Group;
          or

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               (E) any claim  arising  out of the  operation  of the  Restaurant
          prior to the Closing.

          (ii) Any and all actions, suits, claims, proceedings,  investigations,
     demands,  assessments,  audits, fines, judgments, costs, and other expenses
     (including,  without  limitation,   reasonable  legal  fees  and  expenses)
     incident to any of the foregoing  including  all such  expenses  reasonably
     incurred in mitigating  any damages  resulting to Purchaser from any matter
     set forth in subsection (i) above.

     (b)  The  representations  and  warranties  of  Seller  contained  in  this
Agreement,  the Disclosure  Memorandum,  or any  certificate  delivered by or on
behalf  of  Seller  pursuant  to  this  Agreement  or  in  connection  with  the
transactions   contemplated   herein  shall  survive  the  consummation  of  the
transactions contemplated herein and shall continue in full force and effect for
the periods specified below ("Survival Period"):

          (i) the  representations  and  warranties  contained  in Sections  3.1
     through 3.4,  Section  3.5(b) and 3.7 shall survive until the expiration of
     any applicable statutes of limitation provided by law; and

          (ii) all other representations and warranties of Seller shall be of no
     further force and effect after twelve months from the date of the Closing.

Anything to the contrary notwithstanding,  the Survival Period shall be extended
automatically  to include any time period  necessary to resolve a written  claim
for indemnification which was made in reasonable detail before expiration of the
Survival Period but not resolved prior to its expiration, and any such extension
shall  apply only as to the claims so asserted  and not so  resolved  within the
Survival  Period.  Liability for any such item shall  continue  until such claim
shall have been finally settled, decided, or adjudicated.

     (c)  Purchaser  shall  provide  written  notice  to Seller of any claim for
indemnification  under this Article as soon as practicable;  provided,  however,
that failure to provide such notice on a timely basis shall not bar  Purchaser's
ability to assert any such claim  except to the extent  that  Seller is actually
prejudiced  thereby.  Purchaser shall make  commercially  reasonable  efforts to
mitigate any damages,  expenses,  etc.  resulting from any matter giving rise to
liability of Seller under this Article.

     (d) In addition to other means of recovery, Purchaser may offset the amount
of any claims under this  Article V against the shares of common stock  issuable
at the end of one year pursuant to Section 2.3.

     5.2 Defense of Third Party  Claims.  With respect to any claim by Purchaser
under Section 5.1,  relating to a third party claim or demand,  Purchaser  shall
provide Seller with prompt written notice thereof and Seller may defend, in good
faith and at its expense, by legal

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counsel  chosen by it and  reasonably  acceptable to Purchaser any such claim or
demand,  and Purchaser,  at its expense,  shall have the right to participate in
the defense of any such third party  claim.  So long as Seller is  defending  in
good faith any such third party claim,  Purchaser shall not settle or compromise
such third party claim. In any event Purchaser shall cooperate in the settlement
or compromise of, or defense against, any such asserted claim.

     5.3 Seller  Claims.  Purchaser  shall  indemnify and hold  harmless  Seller
against, and in respect of, any and all damages,  claims,  losses,  liabilities,
and  expenses,  including  without  limitation,   legal,  accounting  and  other
expenses,  which may arise out of. (i) any breach or  violation  by Purchaser of
any covenant set forth herein or any failure to fulfill any obligation set forth
herein; (ii) any breach of any of the representations or warranties made in this
Agreement by  Purchaser;  or (iii) any claim by any Person for any  brokerage or
finder's fee or commission in respect of the transactions contemplated hereby as
a result of Purchaser's dealings, agreement, or arrangement with such Person.

     5.4 Exclusive  Remedies.  The rights and remedies of the parties under this
Article V shall be the sole and exclusive  rights and remedies that either party
may seek for any  misrepresentation,  breach of warranty,  or failure to fulfill
any covenant or  agreement  under this  Agreement,  except that either party may
seek specific performance or injunctive relief

     5.5 Settlement of Disputes.  (a) Arbitration.  All disputes with respect to
any claim for  indemnification  under this Article V and all other  disputes and
controversies of every kind and nature between the parties hereto arising out of
or in connection with this Agreement shall be submitted to arbitration  pursuant
to the following procedures:

          (i) After a dispute or  controversy  arises,  either  party may,  in a
     written notice delivered to the other party, demand such arbitration.  Such
     notice shall  designate the name of the arbitrator  appointed by such party
     demanding  arbitration,   together  with  a  statement  of  the  matter  in
     controversy;

          (ii)  Within 30 days after  receipt of such  demand,  the other  party
     shall, in a written notice delivered to the other party,  name such party's
     arbitrator.  If such  party  fails to name an  arbitrator,  then the second
     arbitrator shall be named by the American Arbitration  Association ("AAA").
     The two  arbitrators  so selected shall name a third  arbitrator  within 30
     days,  or in lieu  of  such  agreement  on a  third  arbitrator  by the two
     arbitrators so appointed,  the third  arbitrator  shall be appointed by the
     AAA;

          (iii) The  arbitration  hearing  shall be held in  Dallas,  Texas at a
     location  designated  by a  majority  of the  arbitrators.  The  Commercial
     Arbitration  Rules of the AAA shall be used and the substantive laws of the
     State of Texas (excluding conflict of laws provisions) shall apply;


                                       11

<PAGE>


          (iv) An award  rendered  by a majority  of the  arbitrators  appointed
     pursuant to this Agreement shall be final and binding on all parties to the
     proceeding,  shall deal with the question of costs of the  arbitration  and
     all related matters, shall not award punitive damages, and judgment on such
     award may be entered by either party in a court of competent  Jurisdiction;
     and

          (v) Except as set forth in subsection (b) below, the parties stipulate
     that the provisions of this Section 5.5 shall be a complete  defense to any
     suit, action or proceeding instituted in any federal, state, or local court
     or before any  administrative  tribunal with respect to any  controversy or
     dispute arising out of this Agreement.  The arbitration  provisions  hereof
     shall, with respect to such controversy or dispute, survive the termination
     or expiration of this Agreement.

     (b) Emergency Relief.  Notwithstanding  anything in this Section 5.5 to the
contrary,  either party may seek from a court any provisional remedy that may be
necessary  to  protect  any  rights  or  property  of  such  party  pending  the
establishment of the arbitral tribunal or its determination of the merits of the
controversy.

                           ARTICLE V1 - MISCELLANEOUS

     6.1 Expenses.  Each party hereto shall pay its own legal,  accounting,  and
similar expenses  incidental to the preparation of this Agreement,  the carrying
out  of  the  provisions  of  this  Agreement,   and  the  consummation  of  the
transactions contemplated hereby.

     6.2 Contents of Agreement,  Parties in Interest,  etc. This  Agreement sets
forth the  entire  understanding  of the  parties  hereto  with  respect  to the
transactions  contemplated  hereby and  constitutes a complete  statement of the
terms of such  transaction.  This  Agreement  shall not be amended  or  modified
except by written  instrument duly executed by each of the parties  hereto.  Any
and all previous agreements and understandings between the parties regarding the
subject  matter  hereof,  whether  written  or  oral,  are  superseded  by  this
Agreement.  Neither  party has been  induced  to enter  into this  Agreement  in
reliance on, and has not relied upon, any statement, representation, or warranty
of the other party not set forth in this Agreement,  the Disclosure  Memorandum,
or any certificate delivered pursuant to this Agreement.

     6.3  Assignment  and Binding Effect. Subject to the  foregoing,  all of the
terms and  provisions of this  Agreement  shall be binding upon and inure to the
benefit  of and be  enforceable  by the  successors  and  assigns  of Seller and
Purchaser.

     6.4  TEXAS  LAW  TO  GOVERN.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND
INTERPRETED  AND  ENFORCED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF TEXAS
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

                                       12


<PAGE>


     6.5  Headings.  All section  headings  contained in this  Agreement are for
convenience of reference only, do not form a part of this  Agreement,  and shall
not affect in any way the meaning or interpretation of this Agreement.

     6.6 Schedules and Exhibits.  All Exhibits and Schedules  referred to herein
are intended to be and hereby are specifically made a part of this Agreement.

     6.7  Severabili1y.  Any  provision  of this  Agreement  which is invalid or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
invalidity or unenforceability  without invalidating or rendering  unenforceable
the remaining  provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render  unenforceable such provision in
any other jurisdiction.

     6.8 Public  Announcements.  Purchaser and Seller will  coordinate with each
other all press  releases  relating  to the  transactions  contemplated  by this
Agreement and,  except to the extent  required by law,  refrain from issuing any
press  release,  publicity  statement,  or other public notice  relating to this
Agreement or the transactions  contemplated  hereby without  providing the other
party reasonable opportunity to review and comment thereon.

     6.9  Construction.  The  parties  hereto have  participated  jointly in the
negotiation and drafting of this  Agreement.  In the event that any ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  parties  hereto and no  presumption  or burden of
proof shall  arise  favoring or  disfavoring  any party  hereto by virtue of the
authorship of any of the provisions of this Agreement.

     6.10 Time. Time is and shall be of the essence of this Agreement.

 written.

     IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.

                                        ZEKE'S GRILL, INC.                
                                                                          
                                        By:  /s/ Mike Sakuta              
                                             ---------------------------  
                                                 Mike Sakuta, President   
                                                                          
                                        RESTAURANT TEAMS INTERNATIONAL,   
                                        INC.                              
                                                                          
                                                                          
                                        By:  /s/ Henry Leonard, President 
                                            ----------------------------  
                                                Henry Leonard             
                                        


                                       13


<PAGE>



                           EXHIBIT TABLE OF CONTENTS

 EXHIBIT                           TITLE

 A                                 Assets                                  
 B                                 Bill of Sale and Assignment Agreement  
 C                                 Instructions from The Auction Group    
                                                                          
                                   
                  

 
 









 

                                       14


<PAGE>


                                    EXHIBIT A

             Equipment located at Zeke's Grill, Inc. DBA Doolittle's
                          5920 Beltline Road, Suite 150
                              Addison, Texas 75240

 
1.    One Proofing Box
2.    Misc. Pots, Pans, Knives, Etc.
3.    Stainless Steel Dinnerware
4.    Dishes, Plates, Cups and Saucers, Misc.
5.    One Proofing Rack
6.    One Stainless Steel Pot Rack
7.    8' Stainless Steel Pizza Prep. Table
8.    10' Refrigerated Prep. Table
9.    Two Stainless Steel Heat Lamps
10.   5' Stainless Steel Pizza Prep. Table
11.   One Hand Sink, Water Dispenser and Ice Well
12.   One Stainless Steel Equipment Stand
13.   Sixty Nature Oak Chairs
14.   Sixty-five  Mahogany Bar Stools
15.   Seven 2'x 2' Bar Tables
16.   Four 2'x 4' Bar Tables
17.   One 2'x 6' Bar Table 
18.   Thirty-five (35) Dining Tables
19.   Forty-five (45) Black Chairs
20.   Eight Sets of Wooden Blinds
21.   Two Runs of Low Voltage Lighting
22.   4' Stainless Steel Ice Well
23.   One Safe
24.   One Air Curtain
25.   Two 3-ton A/C Units
26.   All Glassware (Bar and Dining)
27.   Misc. Neons
28.   45# Gas Deep Fryer (2)
29.   6' Refrigerated Mega Top Refrigerated Prep
30.   2' Electric Flat Grill
31.   Three Well Electric Steam Table
32.   Six Burner Stove with Oven
33.   Four Shelf Wire Storage Units (10)
34.   36' Jockey Box (2)
35.   Bar Equipment Casters (16)
36.   Ice Machine Install



                                       15


<PAGE>


 
37.   S/S Hand Sink (2)
38.   Hoshizaki 1200# Ice Machine (2)
39.   36"x3O" S/S Equipment Stand (2)
40.   Ice Bin
41.   One Compartment Sink with Drainboard
42.   12" Berkel Automatic Slicer
43.   72"x30" S/S Work Table (2)
44.   8' Refrigerated Pizza Prep
45.   30 Qt. Hobart Mixer with Attachments
46.   48"x30" S/S Work Table
47.   30"x24"  S/S Work Table on Casters
48.   Two Door Refrigerator
49.   4'x24" Metro Wire Shelving Unit w/4 Shelves
50.   2'x2' Metro Wire Shelf Unit w/2 Shelves
51.   3'x 18 " Metro Wire Shelf Unit w/2 Shelves (2)
52.   9' S/S  Straight Clean Table
53.   6' S/S Comer Soiled with Scrap Sink
54.   24"x6O" Metro Wire Shelves w/4 Shelves (3)
55.   24"x72" Metro Wire Shelves w/4 Shelves
56.   18"x6O" Metro Wire Shelves w/4 Shelves (2)
57.   36" Jockey Box 
58.   General Electric Electric Bake Oven
59.   Three Compartment Sink
60.   3' Gas Charbroiler
61.   4' Reach-in Back Bar
62.   Three Keg Cooler
63.   5' Can Cooler (3)
64.   Bar Hand Sink
65.   23" Vent A Hood System
66.   Two Drawer Bun Warmer
67.   Double Door Freezer
68.   Double Stack Convection Oven
69.   15'x17'x10' Walk-in Cooler
70.   10 Burner Stove with Double Oven
71.   3' Mug Chiller







                                       16


<PAGE>


                                    EXHIBIT B

                      BILL OF SALE AND ASSIGNMENT AGREEMENT

          FOR  VALUE  RECEIVED,   ZEKE'S  GRILL,   INC.,  a  Texas   corporation
 ("Seller"),  pursuant to that certain Asset Purchase  Agreement  dated the date
 hereof (the "Asset Purchase  Agreement"),  between Seller and RESTAURANT  TEAMS
 INTERNATIONAL, INC., a Texas corporation ("Purchaser"), hereby bargains, sells,
 transfers,  assigns,  conveys, and delivers to Purchaser and its successors and
 assigns,  all of Seller's  right,  title,  and  interest  in, to, and under the
 Assets  (as  defined  in Section  1. 1 of the Asset  Purchase  Agreement),  but
 excluding such Assets as constitute  real property  which are being  separately
 conveyed by the Lease Assignment (as defined in the Asset Purchase Agreement).

 TO HAVE AND TO HOLD, all and singular, the Assets forever.

          IN WITNESS WHEREOF,  the Seller and Purchaser have caused this Bill of
Sale and  Assignment  Agreement  to be duly  executed  and  delivered as of this
________ day of _______________, 1998.



                                         SELLER:                                
                                                                               
                                         ZEKE'S GRILL, INC.                    
                                                                               
                                         By:                                   
                                                                               
                                              Mike Sakuta, President         
                                                                               
                                         PURCHASER:                            
                                                                               
                                         RESTAURANT TEAMS INTERNATIONAL, INC.  
                                                                               
                                         By:                                   
                                                                               
                                              Henry Leonard, President  
                                        






                                       17




<PAGE>


                                   SCHEDULE TO
                            ASSET PURCHASE AGREEMENT
                  BETWEEN ZEKE'S GRILL, INC. D/B/A DOOLITTLE'S
                    AND RESTAURANT TEAMS INTERNATIONAL, INC.

Schedule 3.8.  Judgment  dated May 12, 1998  against  The Deep Ellum Cafe,  Inc.
               taken by Ocean Resources Seafood Co. in the amount of $15,754.36.
               Such judgment is covered by the indemnity in Section 5. 1.

 















                                       18


<PAGE>


                      BILL OF SALE AND ASSIGNMENT AGREEMENT

     FOR  VALUE  RECEIVED,  ZEKE'S GRILL, INC., a  Texas corporation ("Seller"),
pursuant to that certain  Asset  Purchase  Agreement  dated the date hereof (the
"Asset Purchase Agreement"),  between Seller and RESTAURANT TEAMS INTERNATIONAL,
INC., a Texas  corporation  ("Purchaser"),  hereby bargains,  sells,  transfers,
assigns,  conveys, and delivers to Purchaser and its successors and assigns, all
of Seller's right,  title, and interest in, to, and under the Assets (as defined
in Section 1.1 of the Asset  Purchase  Agreement),  but excluding such Assets as
constitute  real  property  which are  being  separately  conveyed  by the Lease
Assignment (as defined in the Asset Purchase Agreement).

     TO HAVE AND TO HOLD, all and singular, the Assets forever.

     IN WITNESS WHEREOF,  the Seller and Purchaser have caused this Bill of Sale
and Assignment  Agreement to be duly executed and delivered as of this 2d day of
November, 1998.


                                    SELLER:                           
                                                                      
                                    ZEKE'S GRILL, INC.                
                                                                      
                                    By:  /s/ Mike Sakuta              
                                         --------------------------   
                                             Mike Sakuta, President   
                                                                      
                                    PURCHASER:                        
                                                                      
                                    RESTAURANT TEAMS INTERNATIONAL,    
                                    INC.                               
                                                                      
                                    By:  /s/ Henry Leonard             
                                        --------------------------    
                                            Henry Leonard, President  
                                   




<PAGE>


 CERTIFICATE OF ZEKE'S GRILL, INC.

     In accordance with and pursuant to Section 2.4(a)(ii) of that certain Asset
Purchase  Agreement  (the "Asset  Purchase  Agreement")  dated November 2, 1998,
between Zeke's Grill, Inc., a Texas corporation ("Seller"), and Restaurant Teams
International,  Inc., a Texas  corporation  ("Purchaser"),  the undersigned does
hereby certify the following:

          (i) The undersigned are duly elected and qualified officers of Seller;

          (ii)  Attached  hereto  as  Exhibit A is a true and  complete  copy of
     resolutions  adopted by the Board of Directors and  Shareholders of Seller,
     authorizing the execution,  delivery, and performance of the Asset Purchase
     Agreement and the Bill of Sale and Assignment Agreement;

          (iii) All such  resolutions are still in full force and effect and are
     all  the   resolutions   adopted  in  connection   with  the   transactions
     contemplated by the Asset Purchase Agreement; and

          (iv) The  persons  whose  names  appear  below  are the duly  elected,
     acting,  and  qualified  officers of Seller set opposite the person's  name
     below,  and the  signature  set opposite the name is the true  signature of
     such person:

          NAME                           TITLE                     SIGNATURE

          Mike Sakuta                    President          /s/ Mike Sakuta  
                                                                -----------
          Mike Sakuta                    Secretary          /s/ Mike Sakuta  
                                                                -----------


     IN WITNESS  WHEREOF,  the undersigned have executed this Certificate in the
undersigned's  representative  capacity  on behalf of Seller as of  November  2,
1998.

 ZEKE'S GRILL, INC.

 By:  /s/ Mike Sakuta
      --------------------------
          Mike Sakuta, President

                                      -1-


<PAGE>


     The  undersigned,  Mike Sakuta  Secretary of Seller,  hereby certifies that
Mike Sakuta is a duly elected,  acting, and 'qualified President of Seller whose
signature set forth above is true and correct.

     IN WITNESS  WHEREOF,  the undersigned have executed this Certificate in the
undersigned's  representative capacity on behalf of the Seller as of November 2,
1998.


                                                  /s/ Mike Sakuta  
                                                      ----------------------
                                                      Mike Sakuta, Secretary













                                      -2-


<PAGE>


                                    EXHIBIT A

RESOLVED,  that Zeke's Grill,  Inc. (the  "Company") is authorized to enter into
and perform that certain Asset Purchase  Agreement (the  "Agreement"),  together
with  all  documents  and  agreements   ancillary  thereto,   including  without
limitation  the Bill of Sale and  Assignment  Agreement,  pursuant  to which the
Company will sell the leasehold interests, contract rights, and equipment as set
forth in the Agreement from to Restaurant Teams International, Inc.

RESOLVED FURTHER, that each officer of the Company is authorized and directed to
take all actions and execute all documents  deemed necessary or proper by him in
order to deliver and perform the  transaction  contemplated by the Agreement and
complete the acquisition described therein.















                                       -3-


<PAGE>


                                 CERTIFICATE OF
                      RESTAURANT TEAMS INTERNATIONAL, INC.

     In accordance with and pursuant to Section 2.4(a)(11) of that certain Asset
Purchase  Agreement  (the "Asset  Purchase  Agreement")  dated November 2, 1998,
between Zeke's Grill, Inc.. a Texas corporation ("Seller"), and Restaurant Teams
International,  Inc., a Texas  corporation  ("Purchaser"),  the undersigned does
hereby certify the following:

          (i) The  undersigned  are  duly  elected  and  qualified  officers  of
     Purchaser,

          (ii)  Attached  hereto  as  Exhibit A is a true and  complete  copy of
     resolutions adopted by the Board of Directors of Purchaser, authorizing the
     execution,  delivery.  and performance of the Asset Purchase  Agreement and
     the Bill of Sale and Assignment Agreement-,

          (iii) All such  resolutions are still in full force and effect and are
     all  the   resolutions   adopted  in  connection   with  the   transactions
     contemplated by the Asset Purchase Agreement, and

          (iv) The  persons  whose  names  appear  below  are the duly  elected.
     acting,  and qualified officers of Purchaser set opposite the person's name
     below,  and the  signature  set opposite the name is the true  signature of
     such person:

               NAME                        TITLE              SIGNATURE
                                                     
               Henry Leonard               President    /s/  Henry Leonard 
                                                             ---------------
               Carole Swanson              Secretary    /s/  Carole Swanson
                                                             ---------------
 
     IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate in the
undersigned's  representative  capacity on behalf of Purchaser as of November 2,
1998.

 

                                           RESTAURANT TEAMS INTERNATIONAL, INC.




                                           By:  /s/  Henry Leonard
                                                ------------------------------
                                                     Henry Leonard, President







                                      -1-

<PAGE>


     The undersigned,  Carole Swanson, Secretary of Purchaser,  hereby certifies
that  Henry  Leonard is a duly  elected,  acting,  and  qualified  President  of
Purchaser whose signature set forth above is true and correct.

     IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate in the
undersigned's  representative capacity on behalf of the Purchaser as of November
2, 1998.



                                         /s/  Carole Swanson
                                              -----------------------
                                              Carole Swanson, Secretary







                                      -2-



<PAGE>


                                    EXHIBIT A

RESOLVED,   that  Restaurant  Teams  International,   Inc.  (the  "Company")  is
authorized to enter into and perform that certain Asset Purchase  Agreement (the
"Agreement"),  together  with all documents and  agreements  ancillary  thereto,
including without limitation the Bill of Sale and Assignment Agreement, pursuant
to which the Company will sell the leasehold  interests,  contract  rights,  and
equipment as set forth in the Agreement from to Zeke's Grill. Inc.

RESOLVED FURTHER, that each officer of the Company is authorized and directed to
take all actions and execute all documents  deemed necessary or proper by him In
order to deliver and perform the  transaction  contemplated by the Agreement and
complete the acquisition described therein.

 



                                       -3-


<PAGE>


                                  CROSS RECEIPT

     Cross Receipt dated November 2, 1998,  between Zeke's Grill,  Inc., a Texas
corporation  ("Seller")  and  Restaurant  Teams  International,  Inc.,  a  Texas
corporation ("Purchaser").

     1.  Effective  the date hereof,  the Seller and  Purchaser  have  executed,
completed and closed that certain Asset Purchase Agreement (the "Agreement") for
the sale of certain equipment and leasehold rights at 5290 Belt Line Road, Suite
150, Addison, Texas.

     2. Seller hereby  acknowledges  receipt of the Purchase  Price set forth in
Section 2.3 and the deliveries described in Section 2.4(b) of the Agreement.

     3. Purchaser hereby acknowledges receipt of the Assets described in Section
1.1 and the deliveries described in Section 2.4(a) of the Agreement.

 November 2, 1998.


                                         SELLER:                            
                                                                            
                                         ZEKE'S GRILL, INC.                 
                                                                            
                                         By:  /s/ Mike Sakuta               
                                              --------------------------    
                                                  Mike Sakuta, President    
                                                                            
                                         PURCHASER:                         
                                                                            
                                         RESTAURANT TEAMS INTERNATIONAL,    
                                         INC.                               
                                                                            
                                         By:  /s/ Henry Leonard             
                                             --------------------------     
                                         Henry Leonard, President   
                                                                            
       
<PAGE>  
                                 
 ASSIGNMENT ASSUMPTION AND AMENDMENT AGREEMENT

THIS AGREEMENT  ("Agreement") made at Dallas,  Texas this 29th day of September,
1998, by and between The Mutual Life Insurance  Company of New York herein after
called  "Landlord" and Zeke's Grill,  Inc.  ("Assignor")  and  Restaurant  Teams
International, Inc. ("Assignee");

                                   WITNESSETH

WHEREAS,  Assignor,  as "Tenant",  and The Mutual Life Insurance  Company of New
York as "Landlord",  heretofore executed a(n) Lease Agreement dated December 31,
1996,  demising to Assignor (as such Tenant)  certain  space within the property
commonly  known as  Prestonwood  Place in Addison,  Texas and identified as 5290
Beltline Road, Suite 150, (the "Demised  Premises"),  which Lease was amended on
July 21, 1997 by a First  Amendment to Lease, as heretofore  extended,  renewed,
amended or otherwise modified, is hereinafter referred to as the "Lease;"

     WHEREAS,  Assignor  desires to assign all of its right,  title and interest
in, to and under the Lease to  Assignee  and  Assignee  desires to  receive  and
accept such assignment;

     WHEREAS,  Article 18.1 of the Lease  provides that the Lessor's  consent is
necessary for any such assignment; and

     WHEREAS,  the parties  hereto desire to set forth their  understanding  and
agreements with respect to such assignment and Assignee's acceptance thereof:

     NOW,  THEREFORE,  for and in  consideration  of the mutual covenants herein
contained, the consent of Landlord to such assignment and acceptance, the sum of
Ten Dollars  ($10.00) in hand paid by each party hereto to the other,  and other
good and valuable consideration,  the receipt and sufficiency of all of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     1.   The above preambles and  recitations are hereby  expressly made a part
          hereof.

     2.   Effective  as of November  1, 1998 (the  "Effective  Date"),  Assignor
          hereby assigns to Assignee, and Assignee hereby accepts the assignment
          from  Assignor  to Assignee  of, all of  Assignor's  right,  title and
          interest  in, to and under the Lease upon receipt of past due rents in
          the amount of $40,000.

     3.   Assignee covenants and agrees, for the benefit of Assignor,  Landlord,
          and  their  respective  successors  and  assigns,  from and  after the
          Effective Date, to timely and fully pay all rents  reserved,  make all
          other payments to be made by the Tenant and faithfully perform,  keep,
          satisfy and discharge all other duties,  obligations  and  liabilities
          which are to be performed, kept, satisfied or discharged by the Tenant
          as provided in the Lease (collectively, "Tenant's Obligations").

     4.   It is understood and agreed that,  irrespective of such assignment and
          acceptance,  Assignor  shall at all times  hereafter  be jointly  with
          Assignee and severally  responsible and liable for the timely and full
          performance,  keeping,  satisfaction  and discharge of all of Tenant's
          Obligations,  and nothing herein  continued shall constitute a release
          or novation of the obligations of Assignor under the Lease.

     5.   The undertakings,  covenants and agreements  contained herein shall be
          binding upon and shall inure to the benefit of the parties thereto and
          their respective  heirs,  successors and assigns;  provided,  however,
          that no  further  or  other  assignment  of the  Lease  may be made by
          Assignee  without the prior written consent of Landlord as provided in
          Article 18.1 in the Lease.


<PAGE>

 
     6.   Assignor  and  Assignee  agree,  for the  benefit  of  themselves  and
          Landlord,  that: all necessary  prorations of the security deposit, if
          any,  rent and other  charges  under the Lease have been made  between
          Assignor and Assignee;  Landlord may (without  releasing Assignor from
          any liability or  obligation)  bill and collect from Assignee all sums
          now or hereafter  due under the Lease;  and at such time in the future
          when, and to the extent that, the security deposit,  if any, may be or
          become refundable, Landlord may pay same directly to Assignee.

     7.   Assignor  and Assignee  warrant and agree that  Landlord is not liable
          for any  brokerage or leasing  commission  related to this  assignment
          and, jointly and severally, agree to save, indemnify,  defend and hold
          Landlord  harmless  from  and  against  any and all  claims,  demands,
          proceedings,  suite,  actions or  judgments  from any such  commission
          related to this assignment.

     8.   The Lease shall be amended as follows:

          1.   Article 1 - 1.1 Parties  Tenant's  Trade Name shall be amended to
               Street Talk.

          2.   Article 6C - 6.8 Radius:  Shall be amended to  read...2  1/2 mile
               radius of the Premises.

          3.   Exhibit "F" Renewal Option - Tenant is granted (1) one additional
               option to renew for (5) years under the same terms and conditions
               as the existing Renewal Option.

     8.   Except  as  expressly   provided  herein,  the  Lease  shall  continue
          unmodified and in full force and effect.

     IN WITNESS  WHEREOF,  the parties have made and entered into this Agreement
at the place and on the date first above written.

 ASSIGNOR: Zeke's Grill, Inc.          ASSIGNEE: Restaurant Teams International,


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


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

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

                                       Inc.
 
 By:  /s/ Mike Sakuta                  By:  /s/  Henry Leonard
      -------------------------             --------------------------
         Mike Sakuta                             Henry Leonard







<PAGE>


                              CONSENT TO ASSIGNMENT

 RE:      Zeke's Grill, Inc. dba/Doolittle's
          Prestonwood Place
          Addison, TX
          (The "Demised Premises")

 ASSIGNOR: Zeke's Grill, Inc.

 ASSIGNEE: Restaurant Teams International, Inc.

     Unless otherwise  provided in this Consent,  all terms which are defined in
the above and foregoing  Assignments and Assumption  Agreement (the "Agreement")
to which this  Consent is attached and which are also used herein shall have the
same meaning herein as in the Agreement.

     Landlord  hereby  consents to the  execution  and delivery of the above and
foregoing  Agreement  by and between  Assignor and  Assignee  pertaining  to the
Demised Premises.

     This  Consent  shall not be deemed to be a waiver or  release of any rights
which Landlord may have under the Lease against either Assignor or Assignee,  as
the case may be,  and shall  not in any way be  deemed  to modify  any other the
terms,  covenants or agreements  of the Lease,  expect and only to the extent as
may be expressly  set forth in the above and foregoing  Agreement.  This Consent
shall not be deemed to be a consent of any subsequent assignment or subletting.

     IN WITNESS  WHEREOF,  Landlord  has caused  this  Consent to be executed by
their duly authorized agent on this ____ day of _________19____.              

                                   BY: LANDLORD

                                       The Mutual Life Insurance Company of New
                                       York

                                   --------------------------------------------
                                   BY: Michelle Barber

                                   --------------------------------------------
                                   Title: Real Estate Director







<PAGE>


                                  RETAIL LEASE

                                     BETWEEN

                 THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK,
                             a New York corporation

                                       and

                               ZEKE'S GRILL INC.,
                               a Texas corporation

                            Dated: December 31, 1996






                Covering approximately 5200 square feet of space
                         designated as Suite No. 150 in
                       Prestonwood Place Shopping Center,
                                 Addison, Texas

 








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

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


<PAGE>


                                TABLE OF CONTENTS

 

ARTICLE 1 - BASIC PROVISIONS AND DEFINED TERMS................................1
 1.1     Parties .............................................................1
 1.2     Description of the Shopping Center and Premises......................1
 1.3     Term.................................................................2
 1.4     Rent and Other Charges...............................................2
 1.5     Use and Operation: Completion of Landlord's and/or Tenant's Work.....2
   
ARTICLE 2 - GRANTING CLAUSE ..................................................3
 2.1     Grant................................................................3 
 2.2     Changes toProject....................................................3
 2.3     Rights Reserved to Landlord..........................................3

ARTICLE 3 - ACCEPTANCE .......................................................3

 3.1     Acceptance and Delivery of Premises .................................3
 3.2     Further Work by Landlord in the Center...............................4

ARTICLE 4 - RENT .............................................................4
 4.1     Prepaid Rent and Security Deposit....................................4
 4.2     Base Rent............................................................5 
 4.3     Percentage Rent......................................................5
 4.4     Delinquent Rent .....................................................5
 4.5     Definition of Lease Year.............................................5 
 4.6     Definition of Gross Sales............................................5
 4.7     Late Charge on Past Due Rent.........................................6
 4.8     Promotional Fund.....................................................6 
 
ARTICLE 5 - RECORDS AND STATEMENTS............................................6
 5.1     Records .............................................................6
 5.2     Monthly Reports......................................................6
 5.3     Annual Reports ......................................................6
 5.4     Audit................................................................6
 5.5     Failure to Submit Statements.........................................7

ARTICLE 6 - USE AND CARE OF PREMISES..........................................7
 6.1     Use..................................................................7
 6.2     Restrictions on Use of Premises......................................7
 6.3     Compliance with Laws.................................................8
 6.4     Signs and Advertisements: Display Windows............................8
 6.5     Care of Premises.....................................................9
 6.6     Electrical Equipment.................................................9
 6.7     Operation............................................................9
 6.8     Radius...............................................................9
 6.9     Rules and Regulations................................................10
 6.10    Project Name.........................................................10
 6.11    Compliance with Applicable Environment Laws..........................10
 6.12    Americans With Disabilities Ace......................................11

ARTICLE 7 - UTILITIES.........................................................11
 7.1     Utility Service Lines................................................11
 7.2     Utility Service Charges..............................................11
 7.3     Interruption of Utility Service......................................11
 
ARTICLE 8 - OPERATION AND MAINTENANCE OF COMMON AREAS.........................11
 8.1     Definition of Common Areas ..........................................11
 8.2     Nonexclusive Use.....................................................12
 8.3     Management of Common Areas...........................................12

 
                                       i

<PAGE>



 8.4     Common Areas Maintenance Costs.......................................12
 
ARTICLE 9 - TAXES.............................................................13
 9.1     Tenant's Proportionate Share of Real and Personal Property Taxes.....13
 9.2     Taxes on Additions to Premises.......................................13
 9.3     Taxes on Leasehold Improvements......................................13
 9.4     Other Taxes..........................................................13
 
ARTICLE 10 - REPAIR AND MAINTENANCE OF PREMISES...............................13
 10.1    Landlord's Repairs...................................................14
 10.2    Tenant's Repairs.....................................................14

ARTICLE 11 - DAMAGE TO PREMISES...............................................14

ARTICLE 12 - ALTERATIONS......................................................15
 12.1    Tenant Improvements..................................................15
 12.2    Tenant Construction..................................................15
 
ARTICLE 13 - TRADE FIXTURES...................................................15

ARTICLE 14 - LIENS............................................................15

ARTICLE 15 - INSURANCE........................................................16
 15.1    Casualty Insurance...................................................16
 15.2    Liability Insurance..................................................16
 15.3    Workers' Compensation Insurance......................................16
 15.4    Failure to Obtain Insurance..........................................17
 15.5    Proportionate Share of Tenant........................................17

ARTICLE 16 - WAIVER OF CLAIMS.................................................17
 16.1    Limitation of Claims Against Landlord................................17
 16.2    Indemnity............................................................17
 16.3    Mutual Waiver of Subrogation.........................................17

ARTICLE 17 - CONDEMNATION.....................................................18
ARTICLE 18 - ASSIGNMENT AND SUBLETTING........................................18
 18.1    Tenant's Interest....................................................18
 18.2    Landlord's Interest..................................................18

ARTICLE 19 - ACCESS TO PREMISES...............................................19

ARTICLE 20 - DEFAULT OF TENANT................................................19
 20.1    Events of Default....................................................19
 20.2    Reletting of Premises................................................20
 20.3    No Waiver............................................................20
 20.4    Calculation of Rent Under Lease......................................21
 20.5    Costs, Expenses, Attomeys' Fees......................................21
 20.6    Subsequent Defaults..................................................21
 20.7    Remedies Cumulative..................................................21

ARTICLE 21 - LANDLORD'S LIEN..................................................21

ARTICLE 22 - MORTGAGES........................................................22
 22.1    Subordination........................................................22
 22.2    Notice to Mortgagee..................................................22
 22.3    Estoppel Certificates................................................23

ARTICLE 23 - SURRENDER OF PREMISES............................................23

ARTICLE 24 - NOTICES..........................................................23

                                       ii

<PAGE>

ARTICLE 25 - REPRESENTATIONS AND WARRANTIES...................................23

ARTICLE 26 - HOLDING OVER.....................................................24

ARTICLE 27 - MISCELLANEOUS....................................................24

 27.1    Interest.............................................................24
 27.2    Time is of the Essence...............................................24
 27.3    No Partnership.......................................................24
 27.4    Waiver of Consent....................................................24
 27.5    Force Majeure........................................................24
 27.6    Effect of Governmental Limitation on Rents and Other charges.........24
 27.7    No Personal Liability of Landlord....................................24
 27.8    Other Leases and Tenants.............................................25
 27.9    Memorandum of Lease..................................................25
 27.10   Quiet Enjoyment......................................................25
 27.11   Entire Agreement and Amendments......................................25
 27.12   Interpretation.......................................................25
 27.13   Severability.........................................................25
 27.14   Acknowledgments of Lease.............................................25
 27.15   Terms Binding........................................................26
 27.16   Relocation...........................................................26
 27.17   Confidentiality......................................................26
 27.18   Applicable Law: Consent to Jurisdiction..............................26
 27.19   Waiver of Jury Trial.................................................26

ARTICLE 28 - GUARANTY, JOINT AND SEVERAL LIABILITY............................26

ARTICLE 29 - SPECIAL PROVISIONS...............................................26
 29.1    Renewal Option.......................................................26
 29.2    Exhibits.............................................................27
 29.3    No Implied Duties or Warranties......................................27
 29.4    Security agreement...................................................27


 EXHIBIT "A-1" - DESCRIPTION OF PREMISES
 EXHIBIT "A-2" - DESCRIPTION OF REAL PROPERTY
 EXHIBIT "B" - LANDLORD'S ARCHITECTURAL AND CONSTRUCTION WORK
 EXHIBIT "C" - TENANT'S ARCHITECTURAL AND CONSTRUCTION WORK
 EXHIBIT " D " - SIGNS
 EXHIBIT "E" - RULES AND REGULATIONS
 EXHIBIT "F" - RENEWAL OPTION
 EXHIBIT "G" - GUARANTY
 EXHIBIT "H" - RESTAURANT MENU

 
                                       iii

<PAGE>

                                      LEASE

         THIS LEASE  AGREEMENT  (this  "Lease"),  made this ____ day of ________
1996,  by and between the parties named below.

                                   WITNESSETH:

 ARTICLE I - BASIC PROVISIONS AND DEFINED TERMS

     1.1 Parties:

 "Landlord":      The Mutual Life Insurance Company of New York,
                  a New York corporation
                  6600 LBJ Freeway, Suite 180
                  Dallas, Texas 75240-6514
                  Attention:        Ms. Judy Davis
                                    c/o Insignia Commercial Group, Inc.
                  Telephone: (214) 880-7575
                  Telecopy: (214) 871-1482

 "Tenant"         Zeke's Grill Inc.,
                  a Texas corporation
                  2706 Elm Street
                  Dallas, Texas 75275
                  Attention: Mike Sakuta
                  Telephone: (214) 741-9012
                  Telecopy:

 "Tenant's Trade Name ": Deep Ellum Cafe

     1.2  Description of the Shopping Center and Premises:

     "Premises": A unit located at Prestonwood Place, 5290 Belt Line Road, Suite
     No.  150,  Addison,   Dallas  County,   Texas,   having  a  floor  area  of
     approximately  5,200  square feet  (measured  from  outside  walls or walls
     fronting on service  corridors and the center of any common  walls),  being
     outlined in red on Exhibit " A- I " attached  hereto and made a part hereof
     for all  purposes  and being a part of the  shopping  center (the "Cente ")
     known as the "Prestonwood  Place Shopping Center," Addison,  Dallas County,
     Texas. The final dimensions and square footage contained in the Premises is
     subject to verification and establishment by Landlord's architect following
     substantial completion of Landlord's Work (as hereinafter defined), if any.

     "Building":  Any retail and/or office building structure constructed on the
     Land.

     "Building  Facilities":  All  equipment,  machinery,  facilities  and other
     personal property located in the Building and/or used or utilized wholly or
     partially in or in connection with the operations and/or maintenance of the
     Premises, or any part thereof, whether or not located in the Project.

     "Land": The real estate upon which the Building and associated improvements
     and landscaping are located as more particularly described on Exhibit "A-2"
     attached hereto and made a part hereof for all purposes.

     "Project": The Building(s) in the Center and the Land.

                                        1

<PAGE>


 
     1.3  Term:

     "Lease Term": Commencing on December 15, 1996 (except as may be modified by
     the Special Provisions  sections of this Lease) (the "Commencement  Date"),
     and  continuing  for a period of 10 years and 0 months,  ending on the last
     day  of  the  month  immediately  preceding  the  1st  anniversary  of  the
     Commencement  Date (the  "Termination  Date") (subject to the provisions of
     Article 3).

     1.4  Rent and Other Charges:

     "Base Rent":  Commencing on the  Commencement  Date,  Base Rent shall be as
     follows:

                   Months I - 60             $7,800.00 per month     
                   Months 61 - 96            $8,055.66 per month    
                   Months 97 - 120           $8,233.33 per month    
                                                                          
     "Percentage  Rent": Six percent (6%) (Percentage Rent Rate") o ~Gross Sales
     (as hereinafter defined).

     "Prepaid Rent": $9,750.00

     "Rent":  Collectively the Base Rent (herein  defined),  the Percentage Rent
     (herein Defined) and all other sums payable hereunder.

     "Security Deposit": $9,375.00.

     "Tenant's   Proportionate  Share":  Three  and  seven  -hundredths  percent
     (3.07%), provided that upon any change in the size of the Premises or "he
     Project,  such percentage  shall be adjusted by Landlord to equal the total
     square footage of floor space contained  within the Premises divided by the
     total square footage of floor space contained within the Project.

     Initial Estimated Common Areas  Maintenance  Charge: A minimum of $1,950.00
     per month. It is agreed that the estimated $1,950.00 includes insurance and
     taxes.

     1.5  Use and Operation; Completion of Landlord's and/or Tenant's Work:


     "Permitted  Use": a first-class,  sit-down  restaurant  with a capacity for
     approximately customers, serving food and alcoholic beverages substantially
     in accordance  with the menu attached hereto as Exhibit "H" and made a part
     hereof for a1I purposes, doing business as  the "Deep Ellum Cafe," and for
     no other purpose.

     "Operating  Hours":  At 'least 5 days per week,  from 11:00 a.m. until 7:00
     p.m.


     "Landlord's Work":

     []   Landlord shall perform work with respect to the Premises in accordance
          with Exhibit "B", attached hereto.



     [x]  Delivery and  acceptance  of the Premises is not  contingent  upon any
          work to be performed by Landlord.

     "Time for  Completion  of  Tenant's  Work":  Within 60 days  after the date
     hereof.

                                        2

<PAGE>



Each of the foregoing  basic  provisions and defined terms shall be construed in
conjunction  with and limited by the references  thereto in the other provisions
of this Lease.

 ARTICLE 2 - GRANTING CLAUSE

     2.1 Grant.  Landlord,  in  consideration of the obligation of Tenant to pay
Rent as herein provided and in consideration  of the other terms,  covenants and
conditions  hereof,  hereby demises and leases to Tenant and Tenant hereby rents
and takes from Landlord the  Premises,  TO HAVE AND TO HOLD the Premises for the
Lease Term unless sooner terminated as herein provided, except that in the event
the Commencement Date is a day other than the first day of a calendar month, the
Lease Term  shall  extend  for the  number of years and  months  provided  under
Section  1.3 above in  addition  to the partial  calendar  month  following  the
Commencement  Date,  all  upon the  terms  and  conditions  and  subject  to the
limitations, restrictions and reservations herein provided.

     2.2  Changes to  Project.  Exhibit  "A-l",  attached  hereto,  depicts  the
approximate location of the Premises and other improvements  constituting a part
of the Project.  Landlord hereby reserves the unrestricted  right at any time to
change  the  size,  location  and/or  configuration  of  the  Common  Areas  (as
hereinafter  defined),  expand areas  within the  Project,  and change the name,
logo, signs, size,  location and/or  configuration of the Building(s) within the
Project, and otherwise alter or modify the Project.

     2.3 Rights  Reserved to Landlord.  Tenant  shall  receive by virtue of this
Lease only the rights and privileges herein  specifically  granted and/or leased
to Tenant, and Landlord  specifically  reserves to itself,  without limiting the
generality of the foregoing (i) the exclusive use of the roof of the Building in
which the Premises are located (including,  without limitation, the installation
of antennae,  signs,  displays,  equipment and/or other objects,  as well as the
right to construct  additional  stories if Landlord so elects),  exterior walls,
and the area  above  and  below  the  Premises,  (ii) the  right to place in the
Premises (above ceilings,  below floors or next to columns and in such manner as
to reduce to a  reasonable  minimum the  interference  with  Tenant's use of the
Premises),  utility  lines,  pipes and the like to serve premises other than the
Premises  and to enter the  Premises  to replace  and  maintain  and repair such
utility  lines,  pipes and the like in,  over and upon the  Premises as may have
been installed therein, (iii) the right to make repairs, alterations, additions,
changes or  improvements,  whether  structural  or  otherwise,  in and about the
Project,  or any part thereof,  and for such purposes to enter upon the Premises
and, during the continuance of any such work, to temporarily close doors,  entry
ways,  public space and  corridors in the Project,  to interrupt or  temporarily
suspend  services and facilities,  and to change the arrangement and location of
entrances or passage ways,  doors and doorways,  corridors,  elevators,  stairs,
toilets,  or  other  public  parts  of the  Project,  and  (iv) to take all such
reasonable  measures  as Landlord  may deem  advisable  for the  security of the
Project and its tenants, including without limitation, the search of all persons
entering  or leaving  the  Project,  the  evacuation  of the  Project for cause,
suspected  cause, or for drill purposes,  the temporary  denial of access to the
Project and the closing of the Project  after normal  business  hours,  subject,
however,  to  Tenant's  right  to  admittance  after  such  closing  under  such
reasonable regulations as Landlord may prescribe from time to time. The exercise
by Landlord  of any of the rights and  privileges  reserved in this  Section 2.3
shall  not  affect  any of  Tenant's  obligations  hereunder  or  result  in any
abatement of Rent,  provided that the Premises  shall  continue to be reasonably
accessible.

 ARTICLE 3 - ACCEPTANCE

     3.1  Acceptance and Delivery of Premises.

          A. Unless  acceptance of the Premises is contingent upon  construction
     to be completed as set forth on Exhibit "B" attached hereto and made a part
     hereof for all purposes, by occupying the Premises,  Tenant shall be deemed
     to have (i) accepted the same as of the Commencement  Date,  subject to all
     applicable laws, ordinances and regulations, and (ii) acknowledged that the
     same are in good  condition,  are suitable for Tenant's  proposed  use, and
     comply fully with Landlord's  covenants and obligations  hereunder.  Tenant
     acknowledges that Landlord has made no representation or warranty as to the
     suitability  of the  Premises  for the  conduct of Tenant's  business,  and
     Tenant waives any implied warranty that the Premises are

 

                                       3

<PAGE>


     suitable  for  Tenant's  intended  purpose.  Tenant  shall  complete all of
     Tenant's  Work within 60 days after the date hereof,  at Tenant's sole cost
     and expense  (subject to reimbursement as set forth in Exhibit "C" hereof),
     and shall,  without  limiting the  foregoing,  equip the Premises  with all
     trade  fixtures  and other  personal  property  necessary or proper for the
     complete operation of Tenant's business therein and shall open for business
     not later than the first  business day  following  the  expiration  of such
     60-day period.

          B. If acceptance of the Premises is contingent upon construction to be
     completed as set forth on Exhibit "B", attached hereto, then the Lease Term
     and the payment of Rent shall commence on the day that Landlord has advised
     Tenant that Landlord's  Work  (as defined in Exhibit "B") is  substantially
     completed  (excluding  finishing  work  will not  interfere  with  Tenant's
     possession  and  use of the  Premises)  and the  Premises  are  "ready  for
     occupancy.  " In the event that such work is to be  undertaken by Landlord,
     then  Landlord's  obligations  with  respect  thereto  and with  respect to
     delivery of the  Premises  shall be governed by the  provisions  of Exhibit
     "B", attached hereto.

          C. Landlord shall not be liable to Tenant if Landlord does not deliver
     possession of the Premises to Tenant on the Commencement  Date.  Landlord's
     non-delivery  of the  Premises to Tenant on that date shall not affect this
     Lease or the obligations of Tenant  hereunder  except that the Commencement
     Date shall be delayed until Landlord delivers possession of the Premises to
     Tenant and the  lease term shall be  extended  for a  period  equal to  the
     delay in delivery of  possession  of the  Premises  plus the number of days
     necessary  to end the Lease  Term on the last day of a month.  If  Landlord
     does not deliver  possession  of the Premises to Tenant  within ninety (90)
     days after the Commencement  Date, Tenant may elect to cancel this Lease by
     giving written notice to Landlord within ten (10) days after the expiration
     of such 90-day  period.  If Tenant gives such  notice,  this Lease shall be
     canceled and neither Landlord nor Tenant shall have any further obligations
     hereunder.  If Tenant does not give such notice,  Tenant's  right to cancel
     this Lease shall  expire and the Lease Term shall  commence on the delivery
     of possession  of the Premises to Tenant.  If delivery of possession of the
     Premises  to  Tenant is  delayed,  Landlord  and  Tenant  shall,  upon such
     delivery,  execute  an  amendment  to this Lease  setting  forth the actual
     Commencement Date and the expiration date of this Lease. Failure to execute
     such amendment shall not affect the actual Commencement Date and expiration
     date of this Lease.

     3.2  Further  Work by  Landlord  in the  Center. Tenant  acknowledges  that
Landlord may from time to time undertake construction, remodeling and renovation
work  with  respect  to the  Building,  the Land and the  Project  of which  the
Premises are a part. In connection with such work,  Tenant further  acknowledges
that Tenant may suffer certain inconveniences,  such as temporary lack of access
to certain areas.  Tenant hereby waives and relinquishes all claims which it may
at any time have against  Landlord with respect to any such work and agrees that
no actions taken by Landlord in connection  therewith shall in any event relieve
Tenant  of  any  of  its  obligations  under  this  Lease,  including,   without
limitation, the obligations to pay all Rent due hereunder.

 ARTICLE 4 - RENT

     4.1 Prepaid Rent and Security Deposit. Landlord hereby acknowledges receipt
from Tenant of the Prepaid Rent,  which shall be applied to the first  occurring
installments  of Rent,  and  Landlord  acknowledges  the receipt of the Security
Deposit,  which shall be held by Landlord  without  interest as security for the
performance by Tenant of Tenant's covenants and obligations under this Lease, it
being expressly  understood that the Security  Deposit is not an advance payment
of rental or a measure of Landlord's damages in case of default by Tenant.  Upon
the  occurrence  of any  default,  Landlord  may,  from  time to  time,  without
prejudice to any other remedy provided herein or provided by law, use such funds
to the  extent  necessary  to make  good any  arrearages  of Rent and any  other
damage,  injury,  expense  or  liability  caused to  Landlord  by such  event of
default.  Following any such application of the Security  Deposit,  Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not then in default hereunder,  any
remaining  balance of the  Security  Deposit  shall be  returned  by Landlord to
Tenant upon termination of this Lease.

                                        4


<PAGE>


     4.2 Base Rent.  Tenant shall pay to  Landlord,  at  Landlord's  address set
forth in Section 1.1 hereof or at such  other place as shall be designated  from
time to time by  Landlord  without  any prior  demand  therefor  and without any
deduction or set-off  whatsoever,  monthly Base Rent due in advance on the first
day of each month during the term of this Lease. If the Commencement  Date falls
on a day other than the first day of a calendar  month,  Tenant shall pay on the
Commencement  Date a pro rata  portion of the monthly  installment  of Base Rent
prorated on a per them basis with respect to the partial calendar month from and
after the  Commencement  Date.  Any Prepaid Rent  received by Landlord  shall be
applied first to accruing monthly installments of Base Rent.

     4.3  Percentage  Rent.  In addition to the Base Rent,  Tenant shall pay  to
Landlord, at the address specified in Section 1. 1 hereof or at such other place
as shall be designated  from time to time by Landlord,  without any prior demand
therefor and without any  deduction or set-off  whatsoever,  monthly  Percentage
Rent on or before the 15th day of each  calendar  month  during the term of this
Lease,  in an amount equal to the product of the Percentage  Rent  multiplied by
the total  Gross  Sales (as  defined in Section  4.6 below)  made in or from the
Premises during the preceding full or partial  calendar  month,  after deducting
therefrom the Base Rent previously paid with respect to such month. In the event
the total monthly payments of Percentage Rent for any full or partial Lease Year
(as herein  defined) shall be less than the actual  Percentage  Rent payable for
such full or partial  Lease Year,  Tenant shall pay to Landlord the  deficiency
within 30 days after the end of such full or  partial  Lease  Year.  In no event
shall the Rent to be paid by Tenant with  respect to any full Lease Year be less
than the annual Base Rent.

     4.4  Delinquent  Rent.  If Tenant fails in two  consecutive  months to make
payments of Rent within 10 days after the same become due, Landlord, in order to
reduce its administrative costs, may require, by giving written notice to Tenant
(in addition to any interest  accruing pursuant to Section 4.7 below, as well as
any other rights and remedies accruing pursuant to any other term,  provision or
covenant of this Lease), that the Base Rent be paid quarterly in advance instead
of monthly and that all future  Rent  payments be made on or before the due date
by cash,  cashier's  check,  or money  order if  Landlord  elects  not to accept
Tenant's  personal  or  corporate  check in payment of Rent as  provided in this
Lease.  Any  acceptance  of a monthly Rent payment or of a personal or corporate
check  thereafter by Landlord  shall not be construed as a subsequent  waiver of
said rights.

     4.5  Definition of Lease Year. As used herein, the term "Lease Year " shall
mean a period of 12 consecutive  months,  commencing on the first day of January
of each year and ending on the last day of December of such year,  provided that
the first Lease Year shall commence on the Commencement Date and end on the last
day of December of the year in which the  Commencement  Date occurs and the last
Lease Year shall end on the Termination Date.

     4.6  Definition  of Gross  Sales.  The term  "Gross  Sales"  shall mean and
include the entire amount of the sales price, whether for cash or otherwise,  of
all sales of merchandise (including gift and merchandise certificates), services
and all other  receipts  whatsoever  of all  business  conducted  in or from the
Premises,  whether by Tenant or a subtenant,  assignee,  concessionaire or other
occupant, including mail or telephone orders received or filled at the Premises,
deposits not refunded to purchasers, orders taken at the Premises (although such
orders may be filled  elsewhere),  sales to  employees,  sales  through  vending
machines or other mechanical devices or which Tenant in its normal and customary
course of business  would credit or  attribute to its business in the  Premises.
Each installment or credit sale shall be treated as a sale for the full price in
the month during which such sale is made,  irrespective  of the time when Tenant
shall  receive  payment from its  customer.  No  deduction  shall be allowed for
uncollected or uncollectible credit accounts.  Gross Sales shall not include (1)
any sums  collected  and paid for any sales or excise  tax  imposed  by any duly
constituted  governmental  authority  where the amount of such tax is separately
charged to the customer,  (2) the exchange of merchandise  between the stores of
Tenant, if any, where such exchanges of goods or merchandise are made solely for
the  convenient  operation  of the business of Tenant and not for the purpose of
consummating  a sale which has  theretofore  been made at, in,  from or upon the
Premises  and/or for the purpose of depriving  Landlord of the benefit of a sale
which otherwise would be made at, in, from or upon the Premises,  (3) the amount
of returns to  shippers or  manufacturers,  (4) the amount of any cash or credit
refund made upon any sale where the merchandise  sold, or some part thereof,  is
thereafter

 
                                        5



<PAGE>

 returned  by the  purchaser  and  accepted  by Tenant or (5) sales of  Tenant's
 fixtures.  Gross Sales shall  exclude  complimentary  food and beverage for the
 manager,  employees and partners of Tenant,  but not to exceed in the aggregate
 2% of Gross Sales.

     4.7 Late  Charge  on Past Due Rent.  In the  event any Rent due under  this
Lease is not  received  within  five (5) days  after its due date for any reason
whatsoever,  in addition to all other amounts  payable by Tenant  hereunder,  at
Landlord's  option,  but only to the extent allowed by applicable law and not in
excess of the amount allowed by applicable  law,  Tenant shall pay to Landlord a
late charge in an amount (as solely  determined by Landlord) of up to 10% of the
amount of the delinquent installment of Rent in order to compensate Landlord for
the additional expense involved in handling such delinquent  payment.  Each such
late  charge  shall be  payable  as  additional  Rent  hereunder,  shall  not be
considered  as a  deduction  from Base  Rent or  Percentage  Rent,  and shall be
payable immediately on demand.

     4.8  Promotional  Fund. In the event Landlord shall establish a promotional
fund to pay for advertising and other marketing activities of the Center for all
tenants (as may be determined  by Landlord from time to time),  Tenant shall pay
whatever  sums Landlord  shall  reasonably  designate as Tenant's  Proportionate
Share of such promotional fund.

 ARTICLE 5 - RECORDS AND STATEMENTS

     5.1 Record. Tenant and each subtenant, assignee, licensee or concessionaire
of Tenant  shall keep in the  Premises  a  permanent  accurate  set of books and
records of all sales of merchandise and revenue derived from business  conducted
in the Premises,  including the  following:  cash register tapes or sales slips;
order   records;   records   of   transactions   with   subtenants,   assignees,
concessionaires  and  licensees;   shopping  records;   records  of  merchandise
returned; tax reports;  banking records; and such other records as may be needed
to permit an effective  audit of sales.  All such records  shall be retained and
preserved  for at least 24 months after the end of the Lease Year to which they
relate,  and shall be subject to inspection and audit by Landlord and its agents
at all reasonable times.

     5.2 Monthly Reports.  On or before the 10th day after the expiration of the
month in which the Commencement Date falls and on or before the 10th day of each
calendar month thereafter  during the remainder of the Lease Tenn,  Tenant shall
prepare and deliver to Landlord a statement of Gross Sales during the  preceding
calendar month in such form as Landlord may require,  certified to be correct by
Tenant or Tenant's authorized representative.

     5.3 Annual Report.  On or before the 30th day after the  expiration of each
Lease Year and the 30th day after the  expiration or  termination of this Lease,
Tenant  shall  deliver to Landlord a  statement,  sworn to by Tenant or Tenant's
authorized  representative  and  certified  to  be  correct  by  an  independent
Certified Public Accountant  acceptable to Landlord,  showing Gross Sales during
the immediately  preceding Lease Year. In the event any provision of this Lease,
or the enforcement thereof by Landlord,  requires accounting for Gross Sales and
the payment of Percentage Rent for any period less than 12 months,  such shorter
period shall be treated as one year for the purposes of an annual  statement and
such statement shall be delivered to Landlord  within 30 days after  termination
of such shorter  period.  With each such annual  statement or  statements  for a
shorter period,  Tenant shall pay to Landlord any and all sums due hereunder and
then remaining  unpaid for the entire period covered by such  statement.  In the
event the annual  statement  shall reflect that Percentage Rent due with respect
to the  period  covered  by such  statement  is less  than the  Percentage  Rent
actually  paid by Tenant and  received by  Landlord,  Landlord  shall refund the
excess to Tenant  within 30 days after the date of receipt of such  statement if
Tenant  is not then in  default  hereunder  (subject,  however,  to any  further
adjustment which may be required under Section 4.5 below).

     5.4 Audit.  In the event  Landlord is not  satisfied  with any statement of
Gross  Sales  submitted  by Tenant,  Landlord  shall have the right to cause its
auditors to audit all books and records,  wherever located,  pertaining to sales
made in or from the  Premises.  If the amount of Gross  Sales  reported  in such
statement or statements  are  determined to be  understated to an extent of more
than 1-1/2% of the figures submitted by Tenant,  the expense of such audit shall
be borne

 
                                       6
 
<PAGE>


 by Tenant.  Tenant shall  promptly pay to Landlord any  deficiency  or Landlord
 shall promptly refund to Tenant any  overpayment,  as the case may be, which is
 established by such audit.

     5.5 Failure to Submit  Statements.  If Tenant  fails to prepare and deliver
promptly any monthly,  annual or other statement  required under this Article 5,
Landlord may, in addition to exercising any of the remedies provided to Landlord
under this Lease,  or at law, make an audit of all books and records,  including
Tenant's  bank  accounts,  which in any way pertain to or show Gross Sales,  and
prepare the statement or statements  which Tenant failed to prepare and deliver.
Such audit shall be made and such statement or statements shall be prepared by a
public  accountant  to be selected by Landlord.  The  statement or statements so
prepared  shall be binding on Tenant,  and Tenant  shall pay all expenses of the
audit and other services.

 ARTICLE 6 - USE AND CARE OF PREMISES

     6.1 Use. The Premises shall be occupied and used only for the Permitted Use
and for no other  purpose  whatsoever.  Without  limiting the  generality of the
foregoing,  Tenant shall not use the  Premises,  nor permit the same to be used,
for the manufacture, sale, barter or trade of intoxicating liquors of any nature
whatsoever, as the same shall be defined under the statutes of the United States
or  the  state  in  which  the  Premises  are  located,  unless  and  except  as
specifically  stated herein.  Tenant shall not conduct or permit to be conducted
within the Premises any fire,  auction,  "going out of business",  bankruptcy or
similar  sales or  operate  or permit  to be  operated  within  the  Premises  a
"wholesale"  or "factory  outlet"  store,  a cooperative  store,  a "secondhand"
store, a "surplus" store, a store commonly  referred to as a "discount house" or
a store in which customers purchase memberships. Tenant shall not advertise that
it sells its  products or  services at  "discount",  "cut-price"  or  "cut-rate"
prices.

     6.2 Restrictions on Use of Premises. Tenant shall not:

 the Premises;

     (1) permit any unlawful or immoral  practice to be carried on or committed
on

     (2) make any use or allow the  Premises to be used in any manner or for any
purpose  that might  invalidate  or increase the rate of insurance on any policy
maintained by Landlord;

     (3)  keep  or use or  permit  to be  kept  or  used  in  the  Premises  any
inflammable  fluids,  explosives or other materials deemed dangerous by Landlord
or Landlord's  insurance  carrier without obtaining the prior written consent of
Landlord;

     (4) use the  Premises  for any  purpose  which  might  create a nuisance or
injure the reputation of the Premises, Landlord or the Project; 

     (5) deface or injure the Premises or the Building in which the Premises are
located;

     (6) overload the floors in the Premises;

     (7) commit or suffer any waste in or about the Premises;

     (8) permit  any  objectionable  or  unpleasant  odors to  emanate  from the
Premises;

     (9) place or permit any radio or  television  antennae or loud speakers or
amplifiers on the outside of the Premises or where the same can be heard or seen
outside the Premises;

     (10) place any awning or other  projection  on the exterior of the Premises
except as  specifically  approved in writing by Landlord.  Tenant further agrees
that if Landlord  permits it to install  awnings,  said awnings shall only be of
the same design,  color and quality of material as specified by the Landlord for
the  Building in which the  Premises are a part,  and Tenant  further  agrees to
maintain  and keep said awnings in such state of repair and to renew the same at
intervals

                                       7

<PAGE>


not greater than 3 years each, so that they present a first-class  appearance at
all times. If Tenant neglects and does not maintain or replace awnings as deemed
necessary by the  Landlord,  it is agreed by both parties  hereto that  Landlord
shall have the privilege,  after giving Tenant 5 days' written notice,  to order
awnings repaired, replaced or renovated, as is deemed necessary by Landlord, and
to charge the cost of same to the Tenant,  and said cost shall be  considered to
be additional Rent and shall be payable immediately on demand.  Tenant agrees it
shall not install  equipment of any kind on the exterior of the Premises without
the prior written approval of Landlord and that Tenant shall assume and agree to
pay  for any and  all  damage  resulting  from  said  installation,  removal  or
maintenance or lack of maintenance thereof;

     (11) use the Common  Areas or other  parts of the  Project  adjacent to the
Premises (or the area between the  storefront on the Premises and the lease line
if the front is set back from the outer  perimeter of the  Premises) for sale or
display  of any  merchandise  or for any other  business  purpose  or for public
meetings or for entertainment, without the prior written consent of Landlord;

     (12) use or permit to be used any sound  broadcasting or amplifying  device
which can be heard outside the Premises without the prior written consent of the
Landlord; and

     (13) display or sell merchandise or allow carts,  portable signs or devices
or any other  objects to be stored or to remain  outside  the  defined  exterior
walls and permanent doorways or storefront of the Premises, and Tenant shall not
solicit  in any manner in any of the  automobile  parking  facilities  or Common
Areas of the Project.

Tenant  shall pay as  additional  Rent to Landlord  any  increase in the cost of
insurance on the Premises or the Building in which the Premises are located as a
result of any unauthorized use of the Premises by Tenant, but such payment shall
not constitute in any manner a waiver by Landlord of its right to enforce all of
the covenants and provisions of this Lease,  including,  but not limited to, the
provisions  of this  Lease  requiring  that the  Premises  be used  only for the
Permitted Use.

     6.3  Compliance  with Law.  Tenant  shall  promptly  comply  with all laws,
ordinances,  orders and regulations  affecting the Premises and the cleanliness,
safety,  operation and use thereof and with the recommendations of any insurance
company,  inspection  or rating  bureau or similar  agency,  public or  private,
pertaining  to  the  use  and  occupancy  of the  Premises  or  insurance  rates
applicable to the Premises.

     6.4 Signs and Advertisements: Display Windows.

          A. No sign, advertisement, display, notice or other lettering shall be
     exhibited,  inscribed, painted or affixed on any part of the outside of the
     Premises or inside, if visible from the outside (including, but not limited
     to, signs affixed to the exterior or interior surface of the plate glass in
     the storefront of the Premises),  or the Building in which the Premises are
     located except with the prior written approval of Landlord. All such signs,
     displays,  advertisements  and  notices of Tenant so  approved  by Landlord
     shall be maintained by Tenant in good and attractive  condition at Tenant's
     expense and risk.  Tenant  shall  include  the address and  identity of its
     business activities in the Premises in all advertisements made by Tenant in
     which the address and identity of any similar  local  business  activity of
     Tenant is  mentioned  and shall not divert from the  Premises  any business
     which normally  would be transacted  there.  Use by Tenant in  advertising,
     letterheads or otherwise of the name of the Project or pictures or drawings
     of the Project and Building  contained  therein,  or any distinctive  trade
     name or trademark  used by Landlord  shall be subject to such  restrictions
     and regulations as Landlord may prescribe from time to time.

          B. Without  limiting or otherwise  affecting  the other  provisions of
     this Lease whereby  Tenant  agrees not to perform  certain acts without the
     prior written consent of Landlord, Tenant specifically covenants and agrees
     that,  except  for signs and  lighting  permitted  in  accordance  with the
     provisions  of Exhibit "D"  attached  hereto and made a part hereof for all
     purposes,  and  pursuant  to the  requirements  set forth in the  preceding
     paragraph of this Section 6.4, Tenant shall not (i) paint, decorate or make
     any other  changes to the  storefront  of the  Premises,  (ii)  install any
     exterior lighting or awnings,  or any exterior signs,  advertising  matter,
     decoration or painting in or upon the  Premises,  (iii) install any drapes,
     blinds, shades or other

 
                                        8


<PAGE>


     coverings on the exterior windows and/or doors of the Premises,  (iv) affix
     any window or door lettering, sign, decoration or advertising matter on any
     window or door glass in the  Premises,  or (v) erect or install  any signs,
     window or door lettering, placards, decorations or advertising media of any
     type which can be viewed  from the  exterior of the  Premises,  without the
     prior  written  consent of  Landlord  first had and  obtained in each case.
     Tenant  shall  keep  all  signs  installed  in or on the  Premises  in good
     condition and in proper operating order at all times.

          C.  Recognizing that it is in the interest of both Landlord and Tenant
     to have regulated hours of business for the retail areas, Tenant shall keep
     the display windows of the Premises electrically lighted (i) at least until
     midnight  each day,  including  Sundays  and  holidays  or (ii) during such
     business hours as Landlord shall set by notice to Tenant,  whichever is the
     latest;  provided,  however,  that Tenant shall keep such  windows  lighted
     during such shorter time period as Landlord shall designate in keeping with
     any energy  conservation  methods or such  shorter  time  periods as may be
     designated by applicable governmental regulations.

     6.5 Care of Premise.  Tenant  shall take good care of the Premises and keep
the same free from  waste,  rodents  and  insects  at all  times.  Tenant  shall
participate at its expense in any joint or coordinated  extermination efforts of
Landlord and/or other tenants of the Project and in any event, shall utilize the
services of a professional  exterminator approved by Landlord at least once each
year. Tenant shall keep the Premises, and sidewalks,  serviceways, loading areas
(if any) adjacent thereto neat, clean and free of dirt and rubbish at all times,
and shall  carefully store in an orderly manner all trash and garbage within the
Premises. Tenant shall arrange for regular pickup of Tenant's trash and garbage,
in  accordance  with the rules and  regulations  promulgated  by  Landlord as in
effect from time to time, at Tenant's  expense.  Receiving and delivery of goods
and  merchandise  and  removal  of garbage  and trash  shall be made only in the
manner and areas  prescribed by Landlord,  and at times  prescribed by Landlord.
Tenant specifically agrees not to use any loading areas specifically  designated
for use by any other  tenants or  occupants  of the  Project.  Tenant  shall not
operate an incinerator or bum trash or garbage within the Project.  In the event
Landlord  provides or causes to be provided pickup service for trash and garbage
for any or all of the tenants,  Tenant agrees to utilize such service.  The cost
of Tenant's use of such service shall be borne by Tenant.

     6.6 Electrical Equipment. Tenant shall not install any electrical equipment
which overloads lines in or to the Premises. In connection with the installation
or use of any electrical equipment,  Tenant shall, at Tenant's own expense, make
from time to time whatever changes are necessary to comply with the requirements
of the insurance  underwriters or insurance inspectors designated by Landlord or
Landlord's  insurance carriers or governmental  authorities having  jurisdiction
over the Premises.  Tenant agrees not to use any electrical equipment containing
a heating  element unless the same is connected and operated in compliance  with
the insurance underwriters' specifications.

     6.7  Operation.  Tenant shall keep the Premises open for business and shall
diligently  operate the business  conducted  therein at least the number of days
and  evenings per week and during the  Operating  Hours.  Tenant  shall  conduct
Tenant's  business at all times in a first-class,  high-grade  manner consistent
with  reputable  business  standards  and  practices,  in good faith and in such
manner that Landlord  will at all times  receive the maximum  amount of Rent for
the  operation of the business in the  Premises.  Tenant shall keep the Premises
adequately stocked with new merchandise in first-class  condition.  Tenant shall
not use any  portion of the  Premises  for storage or other  purposes  except as
customary in connection  with the use for which the Premises are leased.  Tenant
shall conduct  Tenant's  business under the Tenant's Trade Name unless and until
Landlord consents in writing to the use of another trade name in connection with
such business.

     6.8 Radius.  Tenant  shall not directly or  indirectly  engage in or own or
operate any business  similar to that authorized to be conducted  hereunder,  or
use the same or similar  trade name in connection  with any  business,  within a
3-mile  radius of the Premises  during the term of this Lease and any extension
or renewal thereof; provided, however, that nothing herein shall be construed to
prevent  continued  operation  of any of  Tenant's  stores  within  such  radius
existing on the date hereof.  Without  limiting the generality of the provisions
of the  foregoing  sentence,  and  without  limiting  the right of  Landlord  to
exercise any remedies provided for in this Lease by

 

                                        9


<PAGE>

 
reason of any breach by Tenant of the provisions in the foregoing  sentence,  in
the event Tenant shall  engage in any such  business in breach of the  foregoing
sentence,  Landlord  shall  have the right to elect to include  the gross  sales
derived  from any such  business  (which  shall be defined in the same manner as
"Gross Sales" is defined  hereunder) in the Gross Sales under this Lease for the
purpose of  computation  of  Percentage  Rent payable under this Lease as though
such sales had actually  been made at, in or from the Premises.  Landlord  shall
have all rights of  inspection  of books and records with respect to such stores
or businesses  as it has with respect to the Premises,  and Tenant shall furnish
to Landlord  such  reports with respect to the gross sales from such other store
or business as it is herein required to furnish with respect to the Premises.

     6.9  Rules  and  Re2ulations.  Tenant  shall  comply  with  all  rules  and
regulations   pertaining  to  the  Premises  and  businesses   operated  therein
promulgated by Landlord from time to time.  The rules and  regulations in effect
on the date of  execution  of this Lease,  if any,  are set forth on Exhibit "E"
attached  hereto and made a part hereof for all  purposes.  Landlord  may amend,
modify,  delete or add new and additional  reasonable  rules and regulations for
the use and care of the Premises, the Building of which the Premises are a part,
the Common  Areas and other parts of the  Project,  and Tenant shall comply with
all such amended,  modified, new or additional rules and regulations upon notice
to Tenant from  Landlord  or upon the  posting of same in such place  within the
Project as Landlord may  designate.  In the event of any breach of any rules and
regulations  herein set forth or any amendments or additions  thereto,  Landlord
shall have all remedies in this Lease provided for defaults by Tenant.

     6.10 Project Name.  Landlord  reserves the right at any time to designate a
name for the  Project,  to change  the name of the  Project  and to  change  the
address or designation of the Premises.

     6.11 Compliance with Applicable Environmental Laws.

          A. Tenant will not cause or permit the  Premises to be in violation of
     any Applicable Environmental Laws (as hereinafter defined), or do or permit
     anything  to be done  which  will  subject  the  Premises  to any  remedial
     obligations under any Applicable  Environmental  Laws. Tenant will promptly
     notify  Landlord  in  writing  of  any  existing,   pending  or  threatened
     investigation by any governmental authority under or in connection with any
     Applicable Environmental Laws. Tenant will not use the Premises in a manner
     which will result in the disposal or release of any hazardous substances or
     solid  waste on, from or to the  Premises,  and shall at all times keep the
     Premises free of all hazardous substances and wastes. If at any time during
     the existence of this Lease, Landlord receives information leading Landlord
     to believe that the Premises is not free of hazardous substances or wastes,
     then Tenant shall  provide to Landlord,  at Tenant's  sole cost and expense
     and  within  a  reasonable  period  of time  following  Landlord's  request
     therefor,  a current  report by an  environmental  engineer  acceptable  to
     Landlord and  covering  such matters with respect to the Premises as may be
     required by Landlord.  If Tenant fails to provide Landlord with such report
     within a reasonable period of time following  Landlord's  request therefor,
     Landlord  shall have the right to obtain such report at Tenant's  cost, and
     the same shall be a demand  obligation owing by Tenant to Landlord.  Tenant
     covenants to operate the Premises (whether or not such property constitutes
     a  "Facility"  as  defined  by the  Comprehensive  Environmental  Response,
     Compensation and Liability Act of 1980, as amended ("CERCLA")),  so that no
     cleanup or other obligation arises in respect of CERCLA or other Applicable
     Environmental  Law which would constitute a lien or charge on the Premises.
     If any  such  claim is made or any  obligation  should  nevertheless  arise
     hereafter,  Tenant  agrees that it will,  at its own expense,  (a) promptly
     cure same and -(b) indemnify Landlord from any liability, responsibility or
     obligation  in  respect  thereof  or in  respect  of any  cleanup  or other
     liability  (regardless  of whether or not  Landlord  may be deemed to be an
     "owner or operator" under CERCLA) for any reason including, but not limited
     to, the enforcement of Landlord's rights under this Lease or any obligation
     of law. For the purposes hereof, the term "Applicable  Environmental  Laws"
     shall  mean  and  include  (i) The  Comprehensive  Environmental  Response,
     Compensation  and  Liability  Act of  1980,  as  amended  by the  Superfund
     Amendments and Reauthorization Act of 1986, (ii) the Resource  Conservation
     and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980,
     the Solid Waste  Disposal Act  Amendments  of 1980,  and the  Hazardous and
     Solid Waste  Amendments of 1984,  (iii) the Spill  Compensation and Control
     Act, and (iv) any and all other

 

                                       10


<PAGE>


 federal,  state, county, city or municipal environmental or health laws, rules,
 regulations, orders or ordinances at any time applicable to the Premises.

          B. Tenant shall indemnify,  defend and hold harmless Landlord from and
     against any and all liability,  liens, claims, demands, damages,  expenses,
     fees, costs, fines,  penalties,  proceedings,  actions and causes of action
     (including without limitation all attorneys' fees and expenses) arising out
     of or  relating,  directly  or  indirectly,  to any  violation  or  alleged
     violation by Tenant of any  Applicable  Environmental  Law, now existing or
     hereafter  arising.  The provisions of this Section 6. 11 shall survive the
     expiration or termination of this Lease.

     6.12  Americans  With  Disabilities  Act. Tenant shall be  responsible  for
compliance  with the Americans  With  Disabilities  Act of 1990, as amended from
time to time,  and related state and  municipal  laws and  regulations,  and all
matters  regarding both the  configuration of the Premises (the interior as well
as all public and/or employee door entrances) and Tenant's.  business operations
at the Premises.

ARTICLE 7 - UTILITIES

     7.1 Utility  Service  Lines.  Landlord  agrees to cause to be provided  and
maintained  the  necessary  mains,  conduits and other  facilities  necessary to
supply  chilled  water,  gas  (at  Landlord's  discretion  only),   electricity,
telephone  service and sewage  service to the  Premises in  accordance  with and
subject to the provisions of this Lease.

     7.2 Utility  Service  Charges.  Tenant  shall  promptly pay all charges for
electricity,  water, gas (if provided),  telephone  service,  sewage service and
other utilities furnished to the Premises.  Landlord may, if Landlord so elects,
furnish one or more utility  services to Tenant and in such event,  Tenant shall
purchase the use of such services as are tendered by Landlord,  and shall pay on
demand as additional Rent the monthly charges established  therefor by Landlord.
To the extent landlord  provides  heating and  air-conditioning  to the Premises
during  the term of this  Lease,  Landlord  may use flow or  electric  meters to
determine the charges thereof to be paid by Tenant and such charges will be paid
by Tenant on a monthly  basis  within  10 days  after the  receipt  by Tenant of
invoices therefor from Landlord. It is understood that Landlord may estimate the
charges  payable by Tenant  each month and in such event,  Landlord  will advise
Tenant by written notice after the end of each Lease Year of the exact amount of
heating and air-conditioning  charges payable by Tenant for that Lease Year, and
any amounts  determined  to be due by Tenant shall be paid by Tenant to Landlord
within 10 days after the receipt of such notice by Tenant.  If it is  determined
by Landlord  after any Lease Year that Tenant has paid any excess amounts during
such year,  the excess amount shall be credited  against any amounts  thereafter
payable by Tenant for heating and air-conditioning charges. Without limiting the
generality  of the  foregoing,  Landlord may furnish  Tenant  chilled  water and
electrical  services and in such event, Tenant shall pay on demand as additional
Rent the charges  established  therefor by  Landlord.  Landlord  may at any time
discontinue  furnishing any utility service  without  obligation to Tenant other
than to connect the  Premises to the public  utility,  if any,  furnishing  such
service.

     7.3 Interruption of Utility  Service.  Landlord shall not be liable for any
interruption  whatsoever in utility services not furnished by Landlord,  nor for
interruptions in utility  services  furnished by Landlord which are due to fire,
accident, strike, acts of God or other causes beyond the control of Landlord, or
in order to make alterations, repairs or improvements.

ARTICLE 8 - OPERATION AND MAINTENANCE OF COMMON AREAS

     8.1  Definition  of Common  Areas.  The term "Common  Areas" shall mean the
improvements  and  portions of the Project  which have been  designated  in this
Lease or which are  hereafter so  designated by Landlord and provided for common
use by or for the benefit of more than one  occupant  of the Project  including,
without limitation (if and to the extent facilities therefor are provided at the
time in  question  and are in or  provided  wholly or  partially  for the use or
benefit of tenants in the Project),  entrances and exits to and from the Project
and to and from the public  streets  abutting  the Project;  truck  passageways,
loading courts,  loading  platforms,  truck docks and truck  maneuvering  areas;
service  corridors and stairways and/or loading  facilities;  landscaped  areas;
on-site or off-site  signs  identifying  or  advertising  the Project;  exterior
walks,


                                       11


 
<PAGE>


sidewalks and arcades; stairs, stairways,  elevators,  escalators, ramps and any
other pedestrian direction and control measures; interior corridors, arcades and
balconies; directory signs and equipment; underground storm and sanitary sewers,
utility lines and the like to the junction box serving one occupant exclusively,
and any of the foregoing which serves the Common Areas;  sprinkler systems, fire
protection  and security  alarm systems;  wash rooms,  comfort  rooms,  drinking
fountains, toilets; maintenance areas; custodial facilities.

     8.2  Nonexclusive  Use.  Landlord  hereby  grants to  Tenant,  its  agents,
employees, customers and invitees, the nonexclusive right to use during the term
of this Lease the Common  Areas from time to time  constituted,  in common  with
Landlord,  other tenants in the Project and their agents,  employees,  customers
and invitees and other  persons  permitted by Landlord to use all or part of the
Common Areas. Tenant shall not at any time interfere with the use of any part of
the Common Areas by Landlord,  other tenants in the Project or any other persons
having the right to use the Common Areas.

     8.3  Management  of Common  Areas.  Landlord agrees to manage,  operate and
maintain  the Common  Areas  during the term of this Lease.  The manner in which
such areas and  facilities  shall be maintained  and the  expenditures  therefor
shall be at the sole  discretion of Landlord,  who shall have the right to adopt
and promulgate  reasonable rules and regulations,  from time to time,  including
the right to designate  parking areas for the use of employees of tenants of the
Project or to restrict such employees from parking areas designated  exclusively
for  customers  or to prohibit  entirely  parking by such  employees  within the
Common Areas. Upon request by Landlord,  Tenant shall furnish a complete list of
the names of Tenant's  employees at the Premises who have  automobiles,  and the
state license  numbers of all motor  vehicles  operated by Tenant.  Tenant shall
cause  its  agents,  employees,  contractors,  licensees,   concessionaires  and
subtenants to comply with all rules and regulations pertaining to the use of the
Common Areas and the parking of cars therein.

     8.4 Common Areas Maintenance Costs.

     A. All costs and expenses  ("Operating  Expenses") of every kind and nature
paid or incurred by Landlord (including  reasonable and appropriate reserves) in
operating,  managing, equipping,  controlling,  lighting, repairing,  replacing,
insuring and  maintaining  all Common Areas and in managing  and  operating  the
Project shall be apportioned between the tenants in the Project and Tenant shall
share  in the  portion  of the  Operating  Expenses  apportioned  in the  manner
provided under this Section 8.4.  Operating Expenses shall likewise include (but
not be limited to) all costs and expenses  incident to maintaining and repairing
as reasonably required to maintain the Common Areas in the same condition as the
same was in as of the  original  completion  thereof and the costs of  providing
heating,  ventilating and  air-conditioning  to the Common Areas,  water, sewer,
gas,  electricity and other utility  charges;  premiums for liability,  business
interruption,  property damage,  fire,  extended coverage,  malicious  mischief,
vandalism, workers' compensation, employer's liability and other casualty and/or
risk insurance  procured by Landlord in connection with the Project;  contractor
fees, contractor costs and personnel compensation; m4pagement fees and legal and
accounting  services;  unemployment  taxes,  social security taxes, and personal
property taxes;  fees for permits and licenses;  scheduling and  compensation of
security and other  personnel,  operation  and repairs of  loudspeakers  and any
equipment  supplying music or intercom capability to the Common Areas; all costs
and expenses of replanting  and replacing  flowers and  landscaping;  reasonable
rental  costs for leased  equipment  and repair and  depreciation  expenses  for
equipment  owned by Landlord and used in the operation and maintenance of Common
Areas;  glass  cleaning;  costs and expenses of cleaning and removal of rubbish,
dirt and debris from  the  Common  Areas;  administrative - costs equal  to 15 %
of the total costs of the Operating Expenses;  but there shall be excluded costs
of equipment  properly  chargeable to capital  accounts and  depreciation of the
original cost of  constructing  the Common Areas.  Operating  Expenses  shall be
determined in accordance with the generally  accepted  accounting  principles by
Landlord's  accountants  for each Lease Year,  and such  determination  shall be
binding and conclusive on Tenant for all purposes hereof.

     B.  Tenant's  Proportionate  Share of Operating  Expenses and other charges
payable by Tenant  under this Section 8.4 shall be paid as  additional  Rent and
Tenant agrees to pay such  additional  Rent in advance in monthly  installments,
based upon Landlord's estimates of the

 


                                       12



<PAGE>


Operating  Expenses  and  other  charges,  as set forth in  statements  or bills
submitted  therefor  by  Landlord  to Tenant,  on or about the first day of each
calendar month within the term of this Lease (or such other  periodic  intervals
as shall be determined by Landlord,  in its  discretion).  Landlord may estimate
Operating  Expenses  for an entire Lease Year or other period and may revise any
such  estimates at any time and from time to time.  Within 90 days after the end
of each Lease Year  during the term of this  Lease,  Landlord  shall  furnish to
Tenant a statement in reasonable  detail  setting forth the  computation  of the
actual  Operating  Expenses  and other sums  payable  under  this  Article 8 (as
allocated  by  Landlord)  for such Lease Year and  thereafter  there  shall be a
prompt adjustment  between Landlord and Tenant,  with payment to or repayment by
Landlord,  as the case may require,  so that  Landlord  shall receive the entire
amount of Tenant's Proportionate Share of Operating Expenses and such other sums
for such Lease Year.

ARTICLE 9 - TAXES

     9.1 Tenant's  Proportionate Share of Real and Personal Property Taxes. Real
estate and personal  property taxes,  including,  but not limited to, ad valorem
taxes,  both general and special (the "Taxes"),  levied or assessed  against the
Center,  the Land, all improvements  situated on the land  (including,  but  not
limited to, the Building) and Building  Facilities  shall be  apportioned to the
Premises in accordance with the provisions of this paragraph,  which apportioned
sum shall be included  as an  Operating  Expense  under this Lease to be paid by
Tenant as additional Rent. The portion of such Taxes  apportioned by Landlord to
the  Premises  shall be Tenant's  Proportionate  Share of such  Taxes,  and such
determination  by Landlord shall be binding and  conclusive on Tenant.  Landlord
may change the method of rendering  the Land or  improvements  in the Project at
any  time and from  time to time.  In the  event  any  Building  Facilities  are
utilized in connection  with the operation or maintenance  of the Premises,  the
taxes levied or assessed  against such Building  Facilities shall be apportioned
between the  Premises  and such other  portions  of the  Project  based upon the
utilization of the same in connection  with the operations or maintenance of the
Premises,  the relative values of the various portions of the Project (including
the Building) with respect to which the same are utilized or in any other manner
determined by Landlord which is in accordance with generally accepted accounting
principles. Any additional Rent due under this paragraph shall be paid by Tenant
to Landlord  within 10 days after receipt by Tenant of a statement from Landlord
setting forth the amount of the Taxes and Tenant's share  thereof.  In the event
the term of this  Lease  does not begin or end on the  first  day of a  calendar
year,  any  payment  due under this  paragraph  with  respect to the  fractional
calendar years following the  Commencement  Date or preceding the termination or
expiration of this Lease shall be pro rated.

     9.2  Taxes on  Additions  to  Premises.  Tenant  shall  pay on  demand,  as
additional  Rent, any and all increases in the real estate taxes and assessments
levied on the Center,  the Land and/or the Building by reason of any addition or
improvements  to the Premises made by Tenant or any subtenant or other  occupant
of the Premises,  whether or not such alterations or improvements have been made
with the written consent of Landlord. The amount of such additional taxes levied
against  the  Project  by  reason of such  additions  or  improvements  shall be
determined by the assessor of the taxing authority.

     9.3 Taxes on Leasehold Improvements.  Tenant shall render to the applicable
taxing authority for assessment as personal property all leasehold  improvements
to the Premises and shall  provide any  information  relating to such  leasehold
improvements  requested by such applicable taxing authority (including,  but not
limited  to,  special  assessments),   prior  to  the  time  such  taxes  become
delinquent.  Tenant shall, upon request from Landlord, furnish to Landlord proof
of payment  of such  taxes.  In the event any  leasehold  improvements  shall be
deemed  to be real  estate,  Tenant  shall  pay to  Landlord,  upon  demand,  as
additional Rent, the amount of any taxes levied as against  Landlord's  property
by reason thereof.

     9.4 Other Taxes.  Any excise,  transaction,  rent,  sales or privilege  tax
(except  income tax) now or  hereafter  levied or imposed  upon  Landlord by any
government or  governmental  agency on account of,  attributed to or measured by
rent or other  charges or  prorations  payable under this Lease shall be paid by
Tenant to Landlord,  upon demand,  as additional  Rent along with the other rent
and sums payable under this Lease.

ARTICLE 10 - REPAIR AND MAINTENANCE OF PREMISES

                                       13

 

<PAGE>


     10.1 Landlord's Repairs.  Landlord shall keep the foundation and structural
portion  of the  exterior  walls of the  Premises  (specifically  excluding  the
storefront)  in good  repair,  except that any  repairs  required by reason of a
casualty or condemnation shall be governed by the terms of Articles 11 and 17 of
this  Lease.  In the event that the  Premises  should  become in need of repairs
required to be made by Landlord  hereunder,  Tenant shall give immediate written
notice thereof to Landlord, and Landlord shall not be responsible in any way for
failure to make any such  repairs  until a  reasonable  time shall have  elapsed
after  delivery of such written  notice.  If any repairs  required to be made by
Landlord  under this  paragraph are  occasioned by any  alterations or additions
made by or  through  Tenant or the act or  negligence  of  Tenant,  its  agents,
employees,  subtenants,  licensees  or  concessionaires,  Tenant  shall  pay  to
Landlord  upon demand,  as  additional  Rent  hereunder,  all costs  incurred by
Landlord in making  such  repairs.  In the event any repairs are  required to be
made by Landlord,  Tenant  shall,  at Tenant's  sole cost and expense,  promptly
remove Tenant's fixtures, equipment,  inventory and other property to the extent
required  by  Landlord to enable  Landlord  to make such  repairs.  In the event
Tenant fails to promptly  remove its  fixtures,  equipment,  inventory and other
property as provided in the immediately preceding sentence,  Landlord shall have
the right to move such  property to the extent  necessary to enable  Landlord to
make its repairs  without any liability  whatsoever to Tenant,  and Tenant shall
pay to Landlord upon demand,  as additional Rent, the costs incurred by Landlord
in moving Tenant's property.

     10.2  Tenant's  Repairs.  Tenant  shall keep the  Premises  in good,  clean
condition and shall, at Tenant's sole cost and expense,  make all needed repairs
and replacements,  including,  but not limited to, repair and replacement of the
air-handling  unit  serving the  Premises  and all heating and  air-conditioning
equipment  or systems  within  the  Premises,  replacement  of cracked or broken
glass,  repair and  replacement  of all plumbing and  electrical  service  lines
within the Premises, repair and replacement of fixtures,  nonstructural portions
of exterior walls, interior walls, floors,  ceilings,  signs (including exterior
signs if permitted),  any sprinkler system, interior building appliances and the
like and  repair,  replacement  and  alterations  required  by any  governmental
authority,  excepting  only  repairs  and  replacements  required  to be made by
Landlord under Section 10. 1 above or under Article 11. If any repairs  required
to be made by Tenant  hereunder  are not made  within 10 days after  delivery of
written  notice to Tenant by  Landlord,  Landlord  may at its  option  make such
repairs  without  liability to Tenant for any loss or damage which may result to
its stock or  business  by  reason  of such  repairs,  and  Tenant  shall pay to
Landlord upon demand,  as additional Rent  hereunder,  the cost of such repairs,
plus  interest  at the  rate of 12 % per  annum  from the  date of  payment  by
Landlord  until  repaid by Tenant.  Tenant,  at Tenant's  sole cost and expense,
shall  repaint,  repair  and  remodel  (subject,  however,  to  the  limitations
contained  in Article 12) the  Premises,  or any part thereof as may be required
from time to time to assure that the same are kept in a first-class,  tenantable
and attractive condition throughout the term of this Lease.

 ARTICLE 11 - DAMAGE TO PREMISES

     In the event (a) the  Premises  are  damaged  by fire,  explosion  or other
casualty  insured under Landlord's fire and extended  coverage  insurance policy
(herein  called  an  "Insured  Casualty")  to the  extent of 25 % or more of the
insurable value thereof immediately preceding the casualty,  (b) the Building is
damaged by an  Insured  Casualty  to the extent of 50% or more of the  insurable
value thereof immediately  preceding the casualty,  (c) the Premises are damaged
by a casualty or occurrence  other than an Insured Casualty or (d) the holder of
a mortgage,  deed of trust or other lien on the  Premises or Building  elects to
require the use of all or a part of Landlord's insurance proceeds,  Landlord may
terminate this Lease by giving Tenant  written  notice of termination  within 30
days after the  happening  of the event  causing  the  damage.  In the event the
damage  is not  sufficiently  extensive  to give  rise to  Landlord's  option to
terminate  this Lease or if  Landlord  does not elect to  terminate  this Lease,
Landlord shall promptly repair and replace the improvements  furnished  pursuant
to Exhibit  "C"  attached  hereto  which  existed at the time of such  damage or
destruction,   to  the  condition  existing  immediately  preceding  such  fire,
explosion or other casualty.  Upon completion of such repairs and replacement by
Landlord,  Tenant shall promptly  repair or replace all portions of the Premises
not  repaired  or replaced  by  Landlord  and repair or replace  all  furniture,
fixtures and  equipment to the condition  existing  immediately  preceding  such
fire, explosion or other casualty at Tenant's sole cost and expense. All work by
Tenant shall comply with the requirements  and limitations  contained in Exhibit
"C" attached

 

                                       14


<PAGE>


 
hereto  and  made  a  part  hereof  for  all  purposes.  During  any  period  of
reconstruction  or repair of the Premises,  Tenant shall operate its business in
the  Premises to the extent  practicable.  If the  casualty or the  repairing or
rebuilding  shall  render  the  Premises  untenantable  in whole  or in part,  a
proportionate  abatement  of the Base  Rent  (but not  Percentage  Rent or other
charges  payable  under this Lease)  shall be allowed from the date on which the
damage  occurred  until the first to occur of (i) the date on which the Premises
are again made tenantable or (ii) the expiration,  after Landlord  completes its
repairs and restoration,  of a period equal to the number of days provided under
Article 1 for the completion of Tenant's  Work. The abatement  shall be equal to
the ratio  that the  number of square  feet of the space  rendered  untenantable
bears to the total area of the Premises.

ARTICLE 12 - ALTERATIONS

     12.1 Tenant Improvements.  Tenant shall not attach any fixtures or articles
to the  Premises,  or make  any  alteration,  addition,  improvement  or  change
whatsoever in the Premises  without in each instance  securing the prior written
consent of  Landlord.  All  improvements  and  equipment  installed as a part of
Tenant's Work (as more  particularly  described in Exhibit "C" attached  hereto)
and all alterations,  additions,  improvements and changes in the Premises shall
become  upon  completion  the  property of Landlord  and, at the  expiration  or
earlier  termination of this Lease, the same shall be surrendered to Landlord as
a part of the Premises without disturbance, molestation or injury.

     12.2 Tenant  Construction.  All construction work done by Tenant within the
Premises shall be performed in a good and workmanlike manner, in compliance with
all  governmental  requirements and at such times and in such manner as to cause
minimal   interference  with  other   construction  in  progress  and  with  the
transaction of business in the Project.  Without  limiting the generality of the
foregoing,  Landlord shall have the right to require that such work be performed
during hours when the Project is not open for business  and in  accordance  with
rules and regulations which Landlord may from time to time prescribe. During any
period of such work,  Tenant shall keep adequate fire  extinguishers  within the
Premises.  All costs of such work shall be paid  promptly  so as to prevent  the
assertion  of any liens  for  labor or  materials.  Tenant  agrees to  indemnify
Landlord and to hold Landlord  harmless from and against any loss,  liability or
damage  resulting  from such work,  and Tenant shall,  if requested by Landlord,
furnish bond or other security  satisfactory to Landlord  against any such loss,
liability or damage. Whenever Tenant proposes to do any construction work within
the Premises, Tenant shall first furnish to Landlord plans and specifications in
such  detail as  Landlord  may request  covering  all such work.  Such plans and
specifications  shall comply with such requirements as Landlord may from time to
time  prescribe  for  construction  within the  Project.  In no event  shall any
construction  work be commenced  within the Premises  without  Landlord's  prior
written  approval  of such  plans and  specifications  ~ and  evidence  that all
contractors  and  subcontractors  maintain the insurance  coverages  required by
Landlord.

ARTICLE 13 - TRADE FIXTURES

     Tenant shall, at Tenant's expense, install all trade fixtures in accordance
with  Exhibit  "C"  attached  hereto.  All  unattached  movable  trade  fixtures
installed  by  Tenant  which  may be  installed  without  drilling,  cutting  or
otherwise  defacing the Premises shall remain the property of Tenant.  All other
fixtures shall be the property of Landlord unless  Landlord elects  otherwise by
written notice to Tenant.

ARTICLE 14 - LIENS

     Tenant  shall  promptly  pay for any work done or material  furnished in or
about the  Premises  and will not  permit  or  suffer  any lien to attach to the
Premises,  any portion of the  Project,  the Land or  Tenant's  interest in this
Lease and  shall  promptly  cause any such lien or any claim  which may arise by
reason of any work  undertaken  by or through  Tenant to be released;  provided,
however,  that in the event Tenant  desires to contest the claim  represented by
any lien,  Tenant shall  indemnify  Landlord and provide to Landlord a corporate
surety bond in an amount equal to twice the amount of the contested lien, issued
by a surety company satisfactory to Landlord.  Tenant shall have no authority or
power, express or implied, to create or cause any

 

                                       15


<PAGE>


lien,  charge or encumbrance of any kind against the Premises,  Building,  Land,
and/or the Project or any portion thereof.

ARTICLE 15 - INSURANCE

     15.1 Casualty Insurance.  Tenant agrees at all times at its expense to keep
its merchandise,  fixtures, equipment, leasehold improvements and other property
situated within the Premises  insured against fire, with extended  coverage,  to
the extent of 100% of the replacement value thereof.  Tenant further agrees that
at all times when  "boiler" or  "machinery,"  as those terms are defined for the
purposes of boiler and machinery insurance,  are located within the Premises, it
will carry at its expense boiler and machinery  insurance with a policy limit of
not less than  $200,000,  insuring  both  Landlord  and Tenant  against  loss or
liability caused by the operation or malfunction of such boiler or machine. Such
insurance shall be carried with companies authorized to transact business in the
state in which the Premises are located  satisfactory to Landlord,  and shall be
in form satisfactory to Landlord.  Tenant shall obtain the written obligation of
each insurance company to notify Landlord at least 10 days prior to cancellation
of such  insurance.  Such  policies or duly executed  certificates  of insurance
shall be delivered to Landlord prior to the  commencement of Tenant's  occupancy
of the Premises and renewals  thereof as required shall be delivered to Landlord
at least 30 days prior to the  expiration of the  respective  policy terms.  The
proceeds to Tenant of such  insurance  shall not be used,  except with the prior
written  consent  of  Landlord,  for  any  purpose  other  than  the  repair  or
replacement of merchandise,  fixtures,  equipment,  leasehold  improvements  and
other property situated within the Premises.

     15.2  Liability  Insurance.  Tenant  agrees  to  secure  and carry the term
hereof:

          (a) Commercial  General  Liability  Insurance written on an occurrence
     basis with limits of at least $2,000,000 per  occurrence/$2,000,000  annual
     aggregate,  with no deductible,  covering claims of bodily injury, property
     damage and contractual  liability covering the agreements of Tenant in this
     Lease to  indemnify  Landlord  from and against  claims or causes of action
     arising out of injury or death of persons or damage to property; and

          (b) Automobile  Liability  Insurance  with a combined  single limit of
     $1,000,000 covering all owned, nonowned and hired automobiles; and

          (c) To the extent  that  Tenant is  engaged  in the sale of  alcoholic
     beverages,  Dram Shop Liability  Insurance and or other insurance as may be
     required  by  Landlord  protecting  Landlord  and Tenant for all  liability
     arising out of the sale and  consumption of beer,  wine and other alcoholic
     beverages  within the Premises,  written on an occurrence basis with limits
     of at least $2,000,000 per occurrence.

All  policies  required  by this  section  shall (i) be  written by a company or
companies  acceptable  to Landlord and  authorized  to transact  business in the
state in which the  Premises  are located,  (ii) name  Landlord  and  Landlord's
property manager as additional  insureds,  and (iii) provide that Landlord shall
be  given a  minimum  of 30  days'  notice  by the  insurance  company  prior to
cancellation,  termination  or change  of such  insurance.  Notwithstanding  the
above, Tenant shall increase the amount of the above coverages from time to time
as may be  required by Landlord  or  Landlord's  mortgagee.  Each such policy or
policies  shall  contain  a  contractual   liability  endorsement  covering  the
agreements of Tenant in this Lease to indemnify Landlord from and against claims
or causes of action  arising  out of injury to or death of  persons or damage to
property.  Tenant  shall  provide  Landlord  with  copies  of  the  policies  or
certificates  evidencing  that such  insurance  is in full  force and effect and
stating the terms thereof.

     15.3 Workers'  Compensation  Insurance.  Throughout the term of this Lease,
Tenant shall maintain in full force and effect a policy or policies of workers'
compensation  insurance  in the minimum  amount  required  by law,  issued by an
insurance  company  authorized  to  transact  business in the state in which the
Premises are located and acceptable to Landlord.


                                       16




<PAGE>


     15.4 Failure to Obtain Insurance.  If Tenant should fail to comply with the
foregoing  requirements  of this Article 15 relating to insurance,  Landlord may
obtain such  insurance  and Tenant shall pay to Landlord on demand as additional
Rent hereunder the premium cost thereof plus interest at the maximum lawful rate
from the date of payment by Landlord until repaid in full by Tenant.

     15.5 Proportionate Share of Tenant.  Tenant shall pay as additional Rent in
monthly  installments,  in  advance,  costs  of  insurance  ("Insurance  Costs")
maintained by Landlord with respect to the Project  (including,  but not limited
to, the cost of casualty, rental abatement and liability insurance applicable to
the Project and  Landlord's  personal  property used in  connection  therewith).
Tenant's  Proportionate  Share of such  Insurance  Costs  shall be set  forth in
statements  submitted  by  Landlord  to Tenant on or about the first day of each
calendar  month during the term of this Lease.  Landlord may estimate  Insurance
Costs  for the  entire  Lease  Year or  other  period  and may  revise  any such
estimates  at any time and from time to time.  Within  90 days  after the end of
each  Lease Year  during the term  hereof,  there  shall be a prompt  adjustment
between  Landlord and Tenant,  with payment to or repayment by Landlord,  as the
case may be, so that Landlord will receive only Tenant's  Proportionate Share of
the actual Insurance Costs for such Lease Year. Tenant's  Proportionate Share of
Insurance Costs shall be determined on the same basis as Tenant's  Proportionate
Share of Operating Expenses as set forth in Article 8 hereof.

ARTICLE 16 - WAIVER OF CLAIMS

     16.1 Limitation of Claims Against Landlord.  Landlord and Landlord's agents
and  employees  shall not be liable for and Tenant  hereby waives all claims for
injury to  persons  or  damage to  property  sustained  by Tenant or any  person
claiming through Tenant resulting from any accident or occurrence in or upon the
Premises or in the Project, including, but not limited to, all claims for damage
resulting  from  (i) any  equipment  or  appurtenances  falling  into a state of
disrepair,  (ii)  Landlord's  failure to keep the  Premises or other part of the
Project in repair,  (iii) injury or damage done or  occasioned  by theft,  wind,
water, flooding,  freezing, fire, act of God, explosion,  earthquake,  excessive
heat or cold, vandalism,  riot or disorder or other casualty, (iv) any defect in
or failure of plumbing, heating or air-conditioning  equipment,  electric wiring
or the installation thereof, gas, water, steam pipes, stairs, railings or walks,
(v) broken glass, the backing up of any sewer pipe or downspouts,  the bursting,
leaking or running of any tank tub, washstand,  water closet,  waste pipe, drain
or any other pipe or tank in,  upon or about the  Premises  or the  Building  in
which the  Premises  are  located,  the escape of steam or hot  water,  it being
agreed that all of the same are under the control of Tenant, (vi) water, snow or
ice being upon or coming through the roof, skylight,  trapdoor, stairs, walks or
any other place upon or near the Premises or otherwise, (vii) the falling of any
fixture,  plaster or stucco and (viii) any act,  omission or negligence of other
tenants or occupants  of any premises in the Project or adjoining or  contiguous
buildings or owners of adjacent or contiguous property.

     16.2  Indemnity.  Landlord  shall  not  be  liable  for  and  Tenant  shall
indemnify, defend and hold harmless Landlord, its agents and employees, from and
against any and all claims, liabilities, losses, damages and expenses, including
attorneys'  fees and court  costs,  for (i)  injury to or death of any person or
loss of or damage to any property in or upon the Premises,  including the person
and property of Tenant, its agents,  employees,  guests, invitees,  licensees or
others  (it being  understood  and  agreed  that all  property  kept,  stored or
maintained  in or upon the  Premises  shall be at the risk of Tenant),  and (ii)
injury to or death of any  person or loss of or  damage to any  property  in any
portion of the Project caused by any act or omission of Tenant or any of Tenants
agents, contractors,  employees or invitees. Tenant acknowledges and agrees that
its indemnity obligations hereunder cover and relate to, without limitation, any
negligent action and/or omission  (whether joint,  comparative or concurrent) of
Landlord and Landlord's  agents,  servants and  employees.  If Landlord shall be
made a party to any action commenced by or against Tenant,  Tenant shall protect
and hold  Landlord  harmless  therefrom  and,  on  demand,  shall pay all costs,
expenses  and  reasonable  attorneys'  fees  incurred by Landlord in  connection
therewith.

     16.3  Mutual  Waiver  of  Subro2ation.  Landlord,  Tenant  and all  parties
claiming  under them mutually  release and discharge  each other from all claims
and  liabilities  arising  from or caused by fire or other  casualty  covered or
required hereunder to be covered in whole or in part


                                       17


<PAGE>


by fire and  extended  coverage  insurance  with  respect to the  Premises or in
connection  with  property on the Premises,  and waive any right of  subrogation
which might  otherwise  exist in or accrue to any person on account  thereof (in
the case of Landlord,  insofar as and to the extent that the  provisions of this
paragraph will not invalidate any casualty  insurance  maintained by Landlord or
cause the premiums therefor to be increased).  Landlord and Tenant further agree
that all fire and  extended  coverage  insurance,  boiler  insurance  and  other
casualty insurance carried by each covering losses arising out of destruction or
damage to the Premises or its contents or to other portions of the Project shall
provide for a waiver of rights of subrogation against Landlord or Tenant, as the
case may be, on the part of the insurance carrier.

ARTICLE 17 - CONDEMNATION

     If any part of the  Premises or more than 30% of the Common  Areas shall be
taken under eminent domain, or sale in lieu thereof, Landlord may, at Landlord's
option,  terminate this Lease as of the date when possession is taken by sending
written notice of termination to Tenant. The entire  compensation  awarded in or
by reason of any eminent domain proceedings or sale in lieu thereof shall belong
to Landlord without any deduction  therefrom for any present or future estate or
interest of Tenant and Tenant hereby assigns to Landlord all of Tenant's  right,
title and interest in and to any and all such compensation together with any and
all rights,  estate and interest of Tenant now existing or hereafter  arising in
and to the same or any part thereof except for such part of such amount which by
law can only be paid to Tenant.  Tenant shall have no claim against  Landlord by
reason of such  taking or  termination  and shall not have any claim or right to
any portion of the amount that may be awarded or paid to Landlord as a result of
any such taking.

ARTICLE 18 - ASSIGNMENT AND SUBLETTING

     18.1 Tenant's Interest. Tenant shall not sublet the Premises in whole or in
part or grant any  concession  or  license  with  respect  to all or part of the
Premises and shall not sell, assign, mortgage,  pledge or in any manner transfer
this Lease or any interest  therein without in each case the consent in writing
of Landlord  first had and  obtained,  nor  shall Tenant  permit any transfer of
Tenant's  interest  created  hereby or allow any lien upon Tenant's  interest by
operation  of law,  nor permit the use or  occupancy of the Premises or any part
thereof  by  anyone  other  than  Tenant.  Consent  by  Landlord  to one or more
assignments or sublettings shall not operate as a waiver of Landlord's rights as
to any  subsequent  assignments  and  sublettings.  In the event  Landlord  does
consent to an assignment or subletting, (i) Tenant and any guarantor of Tenant's
obligations  under this Lease shall  remain fully liable to perform all of their
respective  obligations  under this Lease or any such  guaranty  and (ii) if the
rent due and  payable by an assignee  or a  sublessee  under any such  permitted
assignment or sublease  (together  with any bonus or  consideration  therefor or
incident thereto) exceeds the Rent payable hereunder, or if any consideration is
payable to Tenant by the  assignee',  sublessee,  licensee or  transferee,  then
Tenant agrees to pay Landlord such excess rental,  bonus or other  consideration
within 15 days after Tenant's receipt thereof.  In the event Landlord incurs any
attorneys' fees, brokerage  commissions,  costs for redecorating the Premises or
other costs or expenses in connection with any assignment or subletting,  Tenant
shall reimburse  Landlord the full amount of such costs or expenses upon demand.
If Tenant is a  corporation,  partnership  or other  entity,  and if at any time
during the term of this Lease the  person or  persons or other  entity  owning a
majority of its shares or other equity interests  entitled to voting  privileges
shall  cease to own a minimum of 51 % of such  shares or other  interests,  such
failure shall,  unless  consented to in writing by Landlord,  be deemed to be an
assignment of Tenant's interests hereunder and an Event of Default under Article
20 hereof.

     18.2  Landlord's  Interest. In the event of the transfer and  assignment by
Landlord of its interest in this Lease and in the Building in which the Premises
are  located  to a person or other  entity  expressly  assuming  the  Landlord's
obligations  under this  Lease,  Landlord  shall  thereby be  released  from any
further  responsibility  hereunder,  and  Tenant  agrees to look  solely to such
successor in interest of the Landlord for performance of such  obligations.  Any
security  given by Tenant to  Landlord  to secure the  performance  of  Tenant's
obligations  hereunder  may be  assigned  and  transferred  by  Landlord to such
successor in interest of Landlord, and, upon acknowledgment by such successor of
receipt of such security and its express assumption of the obligation to account
to Tenant for such security in accordance with the terms of this Lease, Landlord
shall thereby be discharged of any further obligation relating thereto.


                                       18


<PAGE>



 ARTICLE 19 - ACCESS TO PREMISES

     Tenant  agrees that  Landlord,  its agents,  employees and servants and any
other person  authorized by Landlord,  may enter the Premises for the purpose of
inspecting  and  making  such  repairs  (structural  or  otherwise),  additions,
improvements,  changes or  alterations  to the Premises or the Building in which
the Premises are located as may be required  under this Lease or as Landlord may
elect,  and to exhibit the same to  prospective  purchasers or mortgagees of the
Project or part thereof, and to prospective  tenants.  Tenant grants to Landlord
the  right to place in and upon the  Premises  at such  places as  Landlord  may
determine "for rent" signs or notices during the last 90 days of the term hereof
and Tenant  undertakes  and agrees  that  neither  Tenant nor any person  within
Tenant's control will remove or interfere with such signs or notices.  Any entry
into, inspection of or repairs, additions,  improvements, changes or alterations
to the  Premises or the  Building in which the  Premises are located by Landlord
pursuant to this Article 19 shall not  constitute an eviction of Tenant in whole
or in part and the Rent  payable  hereunder  reasonably  shall not abate (to the
extent that such work materially  interferes with Tenant's ability to operate in
the Premises) while such work is being done by reason of loss or interruption of
business of Tenant or otherwise.  In the event of any such  repairs,  additions,
improvements,  changes or  alterations,  Tenant shall, at Tenant's sole cost and
expense,  remove  promptly  Tenant's  fixtures,  equipment,  inventory and other
property  to the  extent  required  to enable  Landlord  to make  such  repairs,
additions, improvements, changes or alterations. If Tenant or Tenant's agents or
employees shall not be present to permit entry into the Premises at any time and
for any reason entry therein shall be necessary or permissible under this Lease,
Landlord or  Landlord's  agents or employees  may enter the Premises by forcible
entry without  liability  therefor and without  terminating this Lease or in any
manner  affecting  the  obligations,   covenants,  terms  or  conditions  herein
contained,  provided  that  Landlord  shall  repair  any  damage  caused by such
forcible entry. Nothing herein contained,  however, shall be deemed or construed
to impose  upon  Landlord  any  obligation  or  liability  whatsoever  for care,
supervision,  repair,  improvements,  additions,  change  or  alteration  of the
Premises or the  Building in which the  Premises are located or any part thereof
other than as expressly provided in this Lease.

ARTICLE 20 - DEFAULT OF TENANT

     20.1  Events of Default. An event of default  ("Event of Default") shall be
deemed to have occurred if (a) Tenant shall fail to pay when due any installment
of Rent (including, without limitation, Base Rent, Percentage Rent and Operating
Expenses  paid as  additional  Rent) or any  additional  Rent or any  other  sum
payable under this Lease, or (b) default shall occur in procuring or maintaining
any policy of insurance  required under this Lease to be procured and maintained
by Tenant,  or (c)  default  shall occur in the prompt and full  performance  or
observance of any term, covenant,  condition or agreement of this Lease required
to be performed or observed by Tenant,  or (d) the Premises  shall be vacated or
abandoned,  or shall cease to be used for the Permitted  Use or operated  during
the Operating  Hours, or (e) any proceeding shall be commenced to declare Tenant
or any guarantor  bankrupt or insolvent or to obtain relief under any chapter or
provision of any  bankruptcy  or debtor relief law or act or to reduce or modify
Tenant's or any  guarantor's  debts or  obligations or to delay or to extend the
payment  thereof,  or if any assignment of Tenant's or any guarantor's  property
shall be made for benefit of  creditors,  or if a receiver  or trustee  shall be
appointed  for Tenant or any  guarantor  or any of Tenant's  or any  guarantor's
property or business  or if Tenant or any  guarantor  shall admit in writing its
inability to pay its debts or shall file any pleading requesting relief from its
debts, or (f) Tenant shall do or permit to be done anything which creates a lien
upon the Premises. Upon the occurrence of an Event of Default,  Landlord may, at
its option,  without further notice or demand of any kind to Tenant or any other
person,  exercise  any one or  more  of the  following  described  remedies  (in
addition to all other legal or equitable remedies):

     A. Landlord may enter the Premises,  without  terminating  this Lease,  and
perform any covenant or agreement or satisfy or observe any  condition  creating
or giving  rise to a  default  under  this  Lease  and  Tenant  agrees to pay to
Landlord  on demand,  as  additional  Rent,  the amount  expended by Landlord in
performing such covenant or agreement or satisfying or observing such condition.
Landlord,  its agents or  employees,  shall have the right to enter the Premises
and such entry and such performance shall not terminate this Lease or constitute
an eviction of Tenant in whole or in part, nor relieve Tenant from the continued
performance of all


                                       19



<PAGE>


covenants,  conditions and  agreements of this Lease,  and Tenant further agrees
that Landlord shall not be liable for any claims for loss or damage to Tenant or
anyone claiming through or under Tenant.

     B.  Landlord may  terminate  this Lease and the Lease Term,  in which event
Landlord  forthwith may re-enter and repossess the Premises without being liable
for prosecution or any claim of damages therefor and Tenant shall pay at once to
Landlord  as  liquidated  damages  the sum of all  Rent and  other  indebtedness
accrued to the date of termination  plus the amount of all loss and damage which
Landlord may suffer by reason of such termination,  whether through inability to
relet the Premises on satisfactory terms or otherwise, including a sum of  money
equal to the Rent  provided in this Lease to be paid by Tenant to  Landlord  for
the balance of the Lease Term.

     C. Landlord may terminate Tenant's right of possession, without terminating
this Lease, in which event Tenant agrees to surrender  possession and vacate the
Premises  immediately  and deliver  possession  thereof to Landlord,  and Tenant
hereby  grants to  Landlord  full and free  license  to enter  into and upon the
Premises without being liable for prosecution or any claim for damages therefor,
in whole or in part, with or without process of law and to repossess Landlord of
the  Premises or any part  thereof  and to expel or remove  Tenant and any other
person,  firm or corporation  who may be occupying or within the Premises or any
part thereof and remove any and all property therefrom,  using such force as may
be necessary,  without terminating this Lease or releasing Tenant in whole or in
part from  Tenant's  obligation  to pay Rent and perform  any of the  covenants,
conditions  and  agreements  to be performed by Tenant as provided in this Lease
which do not pertain to the actual use of the Premises,  without being deemed in
any manner  guilty of  trespass,  eviction  or forcible  entry or  detainer  and
without  relinquishing  Landlord's right to Rent or any other rights or remedies
either  hereunder or at law or in equity.  Tenant  hereby  waives  notice of any
election made by Landlord under this Article 20, including demand for payment of
Rent,  demand for possession,  and any and every other form of demand and notice
prescribed by any applicable statute or law.

In case of an Event of Default, Tenant shall also be liable for and shall pay to
Landlord,  in addition  to any sum  provided  to be paid  above,  broker's  fees
incurred by Landlord in connection  with  reletting the whole or any part of the
Premises,  the cost of  removing  and storing  Tenant's or any other  occupant's
property, the cost of repairing,  altering,  remodeling or otherwise putting the
Premises into condition acceptable to a new tenant or tenants and all reasonable
expenses  incurred by  Landlord  in  enforcing  Landlord's  remedies,  including
attorney's  fees.  Past due Rent and other past due payments shall bear interest
from maturity at the maximum  lawful per annum rate allowed by law until paid in
full.

     20.2 Reletting of Premises.  Upon and after entry into possession,  without
terminating  this Lease,  Landlord may relet all or any part of the Premises for
such rent and upon such terms and to such persons, firms or corporations and for
such  period  or  periods  as  Landlord  in  Landlord's  sole  discretion  shall
determine.  Landlord  shall not be  obligated  to accept any  tenant  offered by
Tenant,  or to observe  any  instruction  given by Tenant  with  respect to such
reletting or to the  mitigation of damages of Landlord.  For the purpose of such
reletting,  Landlord  may  decorate or make  repairs,  changes,  alterations  or
additions in or to the Premises to the extent deemed  desirable or convenient by
Landlord. If the consideration  collected by Landlord from time to time upon any
such  reletting for Tenant's  account is not sufficient to pay the Rent reserved
in this Lease (including Percentage Rent) and the cost of repairs, Tenant agrees
to pay to Landlord the deficiency upon demand.

     20.3 No Waiver.  The  service  of a notice to quit or vacate the  Premises,
demand for possession, notice that the tenancy hereby created will be terminated
on any date,  institution  of an action of  forcible  detainer or  ejectment  or
entering of a judgment for possession of the Premises (as distinguished from the
termination of this Lease pursuant to an express notice from Landlord) shall not
relieve  Tenant from Tenant's  obligation to pay the Rent  hereunder  during the
balance  of the  term or any  extension  thereof,  except  as  herein  expressly
provided.  Institution  by  Landlord  or  Landlord's  agents or  attorneys  of a
forcible  detainer or ejectment  action to re-enter  the  Premises  shall not be
construed  to be an election by Landlord to terminate  this Lease.  Landlord may
collect and receive any Rent due from Tenant and the payment  thereof  shall not
constitute a waiver of or



                                       20


<PAGE>


 affect any notice or demand  given,  suit  instituted  or judgment  obtained by
 Landlord,  or be held to waive, affect,  change,  modify or alter the rights or
 remedies which Landlord may have in equity or at law or by virtue of this Lease
 at the time of such payment.

     20.4  Calculation of Rent Under Lease. In determining the amount of loss or
damage which  Landlord may suffer by reason of  termination of this Lease or the
deficiency arising by reason of any reletting of the Premises by Landlord, there
shall  be  added  to  the  Base  Rent  for  each  full  or  partial  Lease  Year
(proportionately  adjusted for partial  Lease Years)  during the period from the
date of an Event of Default  until the end of the term of this Lease a sum equal
to the average  Percentage  Rent  required to be paid  hereunder  by Tenant with
respect  to the 2 full  Lease  Years  immediately  preceding  the  date  of such
termination  or reletting (or if 2 full Lease Years have not then elapsed,  then
the  period  between  the  Commencement  Date of this Lease and the date of such
termination  or  reletting  with  proportionate  adjustment  for partial  years)
multiplied by the number of Lease Years or portions thereof falling without such
period.

     20.5 Costs,  Expenses.  Attorneys'  Fees. In case Landlord  shall,  without
fault on its part,  be made a party to any  litigation  commenced  by or against
Tenant or  Landlord  shall  employ an  attorney  to enforce  the  covenants  and
agreements of Tenant under this Lease, then Tenant shall pay all costs, expenses
and  attorneys'  fees  incurred  or paid by  Landlord  in  connection  with such
litigation or enforcement of Tenant's covenants and agreements.

     20.6  Subsequent  Defaults.  The  failure of Landlord to insist upon strict
performance  by  Tenant  of any  of the  covenants,  conditions  and  agreements
contained in this Lease shall not be deemed a waiver of any of Landlord's rights
or remedies  hereunder and shall not be deemed a waiver of any subsequent breach
or default by Tenant in any of the covenants,  conditions and agreements of this
Lease.  No surrender of the Premises shall be effected by Landlord's  acceptance
of Rent or by any  other  means  whatsoever  unless  the  same be  evidenced  by
Landlord's written acceptance of such as a surrender.

     20.7  Remedies  Cumulative.  All rights and  remedies  of  Landlord  herein
created or reserved or otherwise existing at law or in equity are cumulative and
the exercise of one or more rights or remedies  shall not be taken to exclude or
waive the right to the  exercise of any other.  All such rights and remedies may
be  exercised  and enforced  concurrently  and whenever and as often as Landlord
shall deem desirable.

ARTICLE 21 - LANDLORD'S LIEN

     In addition to any statutory  landlord's  lien,  Landlord shall have at all
times a valid security  interest to secure payment of all Rent and other sums of
money becoming due hereunder  from Tenant,  and to secure payment of any damages
or loss  which  Landlord  may  suffer by  reason of the  breach by Tenant of any
covenant,  agreement  or  condition  contained  herein,  upon all goods,  wares,
equipment,  fixtures  (including  trade fixtures),  furniture,  improvements and
other personal property of Tenant presently, or which may hereafter be, situated
in the  Premises,  and all  proceeds  from the sale or lease  thereof,  and such
property  shall not be removed  therefrom  without the prior written  consent of
Landlord  until all  arrearages  in Rent  as well as any and all  other  sums of
money then due to Landlord  hereunder  shall first have been paid and discharged
and all the covenants, agreements and conditions hereof have been fully complied
with and  performed  by Tenant.  Upon the  occurrence  of an Event of Default by
Tenant,  Landlord may, in addition to any other remedies  provided  herein or by
law,  enter upon the Premises and take  possession of any and all goods,  wares,
equipment,  fixtures,  furniture,  improvements  and other personal  property of
Tenant  situated in the Premises,  without  liability for trespass or conversion
and sell the same at  private  or  public  sale,  with or  without  having  such
property at the sale,  after  giving  Tenant  reasonable  notice of the time and
place of any public sale or of the time after  which any  private  sale is to be
made.  Unless  otherwise  required by law, and without  intending to exclude any
other manner of giving Tenant reasonable  notice,  the requirement of reasonable
notice  to Tenant of a private  or public  sale  shall be met if such  notice is
given in the  manner  prescribed  in  Article  24 of this Lease at least 10 days
before  the date of sale,  Tenant  agreeing  that  such  notice  affords  Tenant
sufficient  opportunity  prior to sale to obtain a hearing if desired by Tenant.
Any  public  sale  made  under  this  Article  21 shall be  deemed  to have been
conducted in a commercially  reasonable  manner if held in the Premises or where
the property is located, after the time, place



                                       21


<PAGE>


Landlord  by reason of a  constructive  or actual  partial or total  eviction or
otherwise,  Tenant shall not exercise any such right or remedy for default until
(a) it shall have given written  notice of such act or omission to the holder(s)
of the  indebtedness  or other  obligations  secured by any  mortgage or deed of
trust or similar security instrument affecting the Premises and (b) a reasonable
period of time for remedying such act or omission  shall have elapsed  following
the giving of such notice during which Landlord and such holder(s), or either of
them,  their agents or  employees,  shall be entitled to enter upon the Premises
and do therein whatever may be necessary to remedy such act or omission.  During
the period  between the giving of such notice and the  remedying  of such act or
omission, the Rent payable by Tenant for such period, as provided in this Lease,
shall be abated and apportioned only to the extent that any part of the Premises
shall be untenantable.

     22.3 Estoppel Certificates.  Tenant agrees to furnish to Landlord from time
to time when requested by Landlord a certificate  signed by Tenant to the effect
that this Lease is then presently in full force and effect, that Landlord is not
then in default under this Lease and Tenant, does not claim any right of set-off
against its  obligation  to pay Rent  hereunder,  if such is the case,  and that
Tenant is not in default  under this Lease and has not  prepaid  any of the Rent
due hereunder  except to the extent expressly  provided  herein.  Tenant further
agrees to furnish to Landlord,  from time to time when requested by Landlord,  a
letter of  acceptance in conformity  with any  requirements  made by any lenders
which have or which may be  conditionally  obligated  to make a loan  secured in
part by a lien against the  Building in which the  Premises are located.  Tenant
further  agrees  to  furnish  from  time  to  time  when  requested  any and all
attornment  agreements and/or estoppel certificates which may be required by any
holder of indebtedness who has a lien on the Building.

     22.4 Title Encumbrances.  This Lease and all rights of Tenant hereunder are
further subject and subordinate to all applicable laws and ordinances regulating
the  use  and  operation  of the  Premises,  and to all  restrictive  covenants,
conditions, easements and other encumbrances affecting the Project.

ARTICLE 23 - SURRENDER OF PREMISES

     Upon  expiration or termination  of this Lease,  either by lapse of time or
otherwise, Tenant shall peaceably surrender to Landlord the Premises,  including
all alterations,  additions,  changes and improvements  thereto and all fixtures
thereon,  other than Tenant's  unattached  movable trade fixtures  remaining the
property of Tenant, in broom-clean  condition and in good repair,  ordinary wear
and tear and  damage  by fire or other  casualty  fully  covered  by  Landlord's
insurance excepted. Tenant agrees at Landlord's request to remove Tenant's trade
fixtures (other than unattached movable trade fixtures) upon any such expiration
or  termination  and to repair all damage to the Premises  caused or revealed by
such removal.

ARTICLE 24 - NOTICES

     Notices, statements and demands required or permitted to be given hereunder
may be given by personal delivery to either party or any officer of the party to
be notified,  or may be sent by certified or  registered  mail,  return  receipt
requested,  postage prepaid, if to Landlord, at the address specified in Section
1. 1 hereof or to such other  address as may be  specified  from time to time by
Landlord by written  notice,  and if to Tenant,  at the  Premises or the address
specified in Section 1. 1 hereof or to such other address as may be specified by
written  notice  actually  received by  Landlord.  Notices  and demands  sent in
accordance with this Article 24 shall be deemed to have been delivered,  whether
or not actually received, when deposited in the United States mail or if made by
personal delivery or facsimile transmission (fax), then upon such delivery.

ARTICLE 25 - REPRESENTATIONS AND WARRANTIES

     It is understood  and agreed by Tenant that Landlord and  Landlord's  agent
have  made no  representations,  promises  or  warranties  with  respect  to the
Premises  or the  making or entry into this Lease  except as are  expressly  set
forth in this  Lease and that no claim or  liability,  or cause for  termination
shall be asserted by Tenant  against  Landlord  for, and  Landlord  shall not be
liable by reason of, the breach of any  representations,  promises or warranties
not expressly stated in this Lease. Landlord's duties and warranties are limited
to those set forth in the Lease and  shall not  include  any  implied  duties or
warranties, all of which are hereby waived by Tenant. Tenant

                                       23


<PAGE>


represents  and warrants that Tenant has not dealt with any real estate agent or
broker in connection with this Lease other than Landlord's agent.

ARTICLE 26 - HOLDING OVER

     In the  event  Tenant  remains  in  possession  of the  Premises  after the
expiration  or  termination  of this Lease without the execution of a new lease,
Tenant shall be deemed to be occupying the Premises as a tenant at will from day
to day and  shall pay rent  equal to 150% of the  amount  of Rent  specified  in
Article 4. This Article  shall not  constitute a waiver of  Landlord's  right of
re-entry or any other right or interest reserved by or granted to Landlord under
this Lease.

ARTICLE 27 - MISCELLANEOUS

     27.1  Interest.  In the event  Tenant fails to pay or reimburse to Landlord
any sum of money  payable  under this Lease,  Tenant  shall be  obligated to pay
Landlord,  as additional  Rent,  interest on such sum equal to the lesser of (i)
18% per annum,  or (ii) the highest lawful interest rate which may be charged to
Tenant  under the laws of the state in which the  Premises  are located from the
date upon which such sum becomes due until the date upon which  Tenant pays such
sum,  along  with all  interest  thereon,  to  Landlord.  Landlord  shall not be
obligated to pay interest on any security or other deposit, prepaid rental or on
any  percentage  rent  or any  other  sum  held by  Landlord  subject  to  later
adjustment.

     27.2  Time is of the  Essence.  The time of the  performance  of all of the
covenants,  conditions  and  agreements  of this Lease is of the essence of this
agreement.

     27.3 No Partnership. Nothing herein shall be construed  so as to constitute
a joint venture or partnership between Landlord and Tenant, it being agreed that
the percentage  basis for payment of Rent hereunder is only for  determining the
amount of Rent to be paid.

     27.4  Waiver or  Consent.  One or more  waivers  of any  covenant,  term or
condition  of this Lease by either party shall not be construed as a waiver of a
subsequent  breach of the same  covenant,  term or  condition.  The  consent  or
approval  by either  party to or of any act by the other  party  requiring  such
consent or approval shall not be deemed to waive or render  unnecessary  consent
to or approval of any subsequent similar act.

     27.5  Force  Majeure.  Whenever a period of time is herein  prescribed  for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there shall be excluded from the computation of any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations,  or restrictions or any other causes of any kind
whatsoever which are beyond the reasonable control of Landlord.

     27.6 Effect of Governmental  Limitation on Rents and Other Charges.  In the
event that any law, decision, rule or regulation of any governmental body having
jurisdiction shall have the effect of limiting for any period of time the amount
of Rent or other  charges  payable  by  Tenant  to any  amount  less  than  that
otherwise   provided  pursuant  to  this  Lease,  the  following  amounts  shall
nevertheless  be payable by Tenant:  (i)  throughout  such period of limitation,
Tenant  shall  remain  liable for the maximum  amount of Rent and other  charges
which are  legally  payable  (without  regard to any  limitation  to the  amount
thereof  expressed  in this Lease  except that all amounts  payable by reason of
this  paragraph (f) shall not in the  aggregate  exceed the total of all amounts
which would  otherwise be payable by Tenant  pursuant to the terms of this Lease
for the  period  of  limitation),  (ii) at the  termination  of such  period  of
limitation,  Tenant  shall pay to  Landlord  on  demand,  but only to the extent
legally  collectible  by  Landlord,  any amounts  which would have been due from
Tenant during the period of  limitation  but which were not paid because of such
limiting law, decision, rule or regulation,  and (iii) for the remaining term of
this Lease following the period of limitation,  Tenant shall pay to Landlord all
amounts due for such  portion of the term of this Lease in  accordance  with the
terms  hereof  calculated  as  though  there had been no  intervening  period of
limitation.

     27.7 No Personal Liability of Landlord.  Tenant specifically agrees to look
solely to  Landlord's  interest in the Project for the  recovery of any judgment
from Landlord by reason of


                                       24


<PAGE>


 a default in the  performance  of Landlord's  obligations  under this Lease and
 that in no event shall Landlord or any partner of Landlord be personally liable
 for any such  judgment.  The provisions  contained in this paragraph  shall not
 limit any right Tenant may otherwise have to obtain  injunctive  relief against
 Landlord  or  Landlord's  successors  in  interest,  or any  other  action  not
 involving  the personal  liability  of Landlord to respond in monetary  damages
 from assets other than Landlord's interest in the Project.

     27.8 Other Leases and  Tenants.  Landlord  reserves  the absolute  right to
effect such other  tenancies in the Project as Landlord,  in the exercise of its
sole  business  judgment,  shall  determine  to best promote the interest of the
Project.  Notwithstanding  anything in this Lease to the contrary,  Tenant does
not rely on the fact, nor does Landlord  represent,  that any specific tenant or
number of tenants  shall  during the term of this Lease  occupy any space or any
particular space in the Project, nor does Landlord represent or warrant that any
particular space will be used for any particular purpose during the term of this
Lease.

     27.9  Memorandum  of Lease.  This Lease  shall  not be  recorded.  However,
Landlord  and Tenant  shall,  upon the request of either,  execute and deliver a
Memorandum  of Lease setting forth the  Commencement  Date,  term of this Lease,
description of the Premises and other terms and provisions  reasonably requested
by either  Landlord or Tenant  (provided that, in no event shall such instrument
set forth the amount of the Rent or other charges payable under this Lease).

     27.10 Quiet Enjoyment.  Landlord hereby covenants and agrees that if Tenant
shall  perform  all  of the  covenants  and  agreements  herein  required  to be
performed  on the part of  Tenant,  Tenant  shall,  subject to the terms of this
Lease, at all times during the continuance of this Lease have the  peaceable and
quiet  enjoyment  and  possession  of the  Premises,  subject  to the  terms and
provisions hereof.

     27.11 Entire Agreement and Amendments. This Lease and the Exhibits attached
hereto contain the entire agreement between the parties and the  representatives
and agents. All negotiations and oral agreements acceptable to both parties have
been merged herein and are included herein.  There are no other  representations
or   warranties   between  the  parties  and  all   reliance   with  respect  to
representations is solely upon the representations  and agreements  contained in
this document.  No agreement  shall be effective to change,  modify or terminate
this Lease in whole or in part  unless  such  agreement  is in writing  and duly
signed by the party against whom  enforcement  of such change,  modification  or
termination is sought.

     27.12 Interpretation.The necessary grammatical changes required to make the
provisions  of this Lease apply to the plural sense where there is more than one
tenant and to either  corporations,  associations,  partnerships or individuals,
males or females, shall in all instances be assumed as though in each case fully
expressed.  The laws of the state in which the Premises are located shall govern
the validity,  performance and enforcement of this Lease. The submission of this
Lease for examination does not constitute an offer to lease, or a reservation of
or option for, the  Premises,  and this Lease shall become  effective  only upon
execution and delivery thereof by Landlord and Tenant.  The captions used herein
are for  convenience  only and do not define,  limit,  describe or construe  the
terms of this Lease.

     27.13  Severability.  No  provision  of this Lease  shall be  construed  or
interpreted  in any manner which would  render such  provision  invalid.  If any
provision of this Lease is held to be invalid,  such invalid  provision shall be
deemed to be severable  from and shall not affect the validity of the  remainder
of this Lease.

     27.14  Acknowledgments  of Lease.  Tenant  agrees that it will from time to
time upon request by Landlord execute and deliver to the Landlord a statement in
recordable  form setting forth the  Commencement  Date and certifying  that this
Lease  is  unmodified  and in full  force  and  effect  (or if there  have  been
modifications,  that the same is in full  force and effect as so  modified)  and
further  stating  the date to which Rent and other  charges  payable  under this
Lease have been paid.


                                       25


<PAGE>



     27.15 Terms Binding. All covenants, promises,  conditions,  representations
and agreements herein contained shall be binding upon, and shall apply and inure
to the parties hereto and their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

     27.16 Relocation.  In the event Landlord determines to utilize the Premises
for other  purposes  during the Lease Term,  Tenant  agrees to relocate to other
space owned by Landlord and located within the Center, provided such other space
is of equal or larger size with equal or better  visibility  than the  Premises.
Landlord  shall give  Tenant  120 days  written  notice of any such  relocation.
Landlord shall pay all out-of-pocket expenses of any such relocation,  including
the  expenses  of  moving  and  reconstruction  of  all   Tenant-furnished   and
Landlord-furnished  improvements,  together  with  the  costs  of  reprinting  a
reasonable  supply  of  stationery  and  announcements  depicting  Tenant's  new
address.  In the event of such  relocation,  this Lease  shall  continue in full
force and effect without any change in the terms or other  conditions,  but with
the new location  substituted  for the old location of the Premises as set forth
in Article 1 hereof.

     27.17  Confidentiality.  Tenant  agrees that from and after the date hereof
and during the term of this Lease,  Tenant  shall not disclose any of the terms,
covenants,  conditions or agreements  set forth in this Lease or any  amendments
hereto,  nor shall it provide this Lease, any amendments hereto or any copies of
either of the same to any person not  employed  by Tenant on a  permanent  basis
including, but not limited to, any other tenants in the Project or any agents or
employees of such tenants. Tenant hereby acknowledges that the disclosure of any
of the terms,  covenants,  conditions and agreements set forth in this Lease, or
in any  amendments  hereto,  to any third party would cause  material  damage to
Landlord,  and Tenant agrees to indemnify,  save and hold Landlord harmless from
any and all damages suffered by Landlord  attributable to any such disclosure by
Tenant in violation of the terms of this provision.

     27.18 Applicable Law; Consent to Jurisdiction. This Lease shall be governed
by and construed in accordance  with the laws of the state in which the Premises
are located and the laws of the United States  applicable to transactions in the
state in which the Premises are located.  Tenant hereby  irrevocably agrees that
any legal  action or  proceeding  against it with  respect to this Lease may  be
maintained  in the courts of the county in which the  Premises are located or in
the U.S.  District  Court for the  Federal  District in which the  Premises  are
located,  and  Tenant  hereby  consents  to the  jurisdiction  and venue of such
courts.

     27.19 Waiver of Jury Trial.  Tenant  hereby  agrees not to elect a trial by
jury of any issue  triable  of right by jury,  and  waives any right to trial by
jury fully to the extent that any such right shall now or  hereafter  exist with
regard to this lease.  This waiver of right to trial by jury is given  knowingly
and  voluntarily  by Tenant,  and is intended  to  encompass  individually  each
instance and each issue as to which the right to a trial by jury would otherwise
accrue.  Landlord is hereby  authorized to file a copy of this  paragraph in any
proceeding as conclusive evidence of this waiver by Tenant.

ARTICLE 28 - GUARANTY, JOINT AND SEVERAL LIABILITY

     If the obligations of Tenant hereunder are guaranteed by a guarantor,  such
obligations  shall be the  joint  and  several  obligations  of  Tenant  and the
guarantor,  and Landlord need not first proceed against Tenant before proceeding
against the guarantor, nor shall the guarantor be released from its guaranty for
any reason  whatsoever,  including,  without  limitation,  the  additions of any
amendments hereto,  waivers hereof or failure to give such guarantor any notices
hereunder.  If there is more than one Tenant, the obligations  hereunder imposed
upon Tenant shall be joint and several.

ARTICLE 29 - SPECIAL PROVISIONS

     29.1 Renewal  Option. This Lease  Agreement  shall be subject to renewal in
accordance with Exhibit "F" attached hereto and incorporated  herein;  provided,
however, that no renewal shall be effective or enforceable unless Exhibit "F" is
fully  completed and initialed by both Landlord and Tenant.  Landlord and Tenant
agree that the requirements to the effectiveness  and  enforceability of Exhibit
"F" must be strictly  complied  with  including,  without  limitation,  the time
deadlines set forth therein.

                                       26


<PAGE>


     29.2  Exhibits.   See  Exhibit(s)  "A"  through  "G"  attached  hereto  for
additional  terms  and  provisions  which  are  hereby  fully   incorporated  by
reference.

     29.3 No Implied Duties or Warranties.  Landlord's duties and warranties are
limited  to those set forth in this  Lease and  shall not  include  any  implied
duties or warranties,  all of which are hereby disclaimed by Landlord and waived
by Tenant.

     29.4 Security  Agreement.  As security for the  obligations of Tenant under
this Lease, Tenant has, concurrently herewith,  executed and delivered a certain
Security  Agreement  (the  "Security  Agreement ") to and  for  the  benefit  of
Landlord, pursuant to the terms of which, among other things, Tenant has pledged
to Landlord three certain  certificates of deposit in the face amount of $20,000
each,  aggregating $60,000,  which certificates of deposit are registered in the
name of Landlord.  Provided that Tenant is not in default hereunder at the time,
Landlord  shall release one  certificate  of deposit in the amount of $20,000 on
each of the anniversary  dates hereof commencing in the year 1997 and continuing
through  the years 1998 and 1999,  at which time the  Security  Agreement  shall
terminate and be of no further  force or effect.  In the event that Tenant shall
at any time  default  under  the  terms of this  Lease  and such  default  shall
continue beyond any applicable  notice or grace period,  Landlord shall have the
right,  in its sole  discretion,  to exercise all rights and remedies  under the
Security Agreement, including, without limitation,  redeeming one or more of the
certificates  of deposit  and  applying  the  proceeds  thereof  to any  damages
suffered by Landlord hereunder as a result of such default.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Lease on the day and year first above written




                                    LANDLORD:                               
                                                                            
                                   THE MUTUAL LIFE INSURANCE COMPANY        
                                   OF NEW YORK,                             
                                   a New York corporation                   
                                                                            
                                   by:  /s/ Dan Schmidt                    
                                        ------------------                 
                                   Name: Dan Schmidt                       
                                                                           
                                                                           
                                   Title:         Vice President,          
                                                                           
                                              ARES Realty Capital, Inc.    
                                              Authorized Signatory         
                                                                           
                                   TENANT:                                 
                                                                           
                                   ZEKE'S GRILL, INC., a Texas corporation  
                                                                            
                                   By: /s/ Mike Sakuta                     
                                       ---------------           
                                   Name: Mike Sakuta                        
                                   Title: President                         
                                                                            
                                                                            
                                   




<PAGE>


                                   EXHIBIT "B"

                            LANDLORD'S ARCHITECTURAL
                              AND CONSTRUCTION WORK

     (a) Landlord's Work.  Landlord's  obligation to repair,  alter,  improve or
perform any work in or to the Premises prior to delivery thereof to Tenant shall
be limited to the work (herein called  "Landlord's  Work"), if any, set forth in
Schedule 1, attached hereto and made a part hereof for all purposes. If Landlord
is obligated  to perform any such work in or to the Premises  under the terms of
Schedule 1, Landlord agrees to perform the same substantially as described in or
required under Schedule 1, subject, however, to all of the limitations and terms
of Schedule 1.  Landlord  shall notify  Tenant 15 days in advance of the date on
which Tenant will be permitted access to the Premises to commence performance of
the work  (herein  called  "Tenant's  Work") to be performed by Tenant under the
terms of Exhibit "C". The Premises  shall be deemed to be "ready for  occupancy"
by Tenant on the date that Landlord's Work is substantially completed (excluding
finishing work which will not interfere with Tenant's  possession and use of the
Premises). In the event of any dispute concerning whether the Premises have been
made ready for occupancy,  the certificate of Landlord's  architect with respect
to the Premises shall be binding and conclusive  upon Tenant and Landlord in the
absence of bad faith or collusion on the part of or between the Landlord  and/or
its  architect.  At  such  time  as the  Premises  have  been  made  "ready  for
occupancy",  Tenant  agrees to accept  possession  of the  Premises and commence
Tenant's  Work  forthwith  and  carry  it  to  completion.  Tenant's  taking  of
possession  of the  Premises  shall be  conclusive  evidence  that  Landlord has
performed Landlord's Work and Tenant has accepted the Premises in good order and
satisfactory condition.

     (b) Completion of Tenant's Work. Tenant shall be allowed the number of days
specified  in Section  1.5 for the  completion  of  Tenant's  Work from the date
specified in the notice from Landlord. After the date on which possession of the
Premises is tendered to Tenant and prior to the Commencement  Date, Tenant shall
be  permitted  to  install  fixtures  and  perform  other  work in and  upon the
Premises,  provided that (i) such activities of Tenant do not interfere with the
completion of Landlord's  Work or other  construction  work being  undertaken in
other  portions  of the  Project  (including,  but not  limited  to,  work being
undertaken by Landlord) and (ii) Tenant  complies and causes its contractors and
subcontractors to comply with all work rules promulgated by Landlord, Landlord's
architect and Landlord's  general  contractor with respect to work undertaken in
the  Project.  Subject to the  foregoing,  at such time as the Premises are made
ready for  occupancy and tendered to Tenant,  Tenant shall,  at its own cost and
expense, perform all of Tenant's Work and, without limiting the foregoing, equip
the Premises with all trade  fixtures and other personal  property  necessary or
proper for the operation of Tenant's business therein and shall,  subject to the
provisions of this Lease, open for business as soon thereafter as possible.

     (c)  Commencement  Date.  Unless a date is  specified  in  Article 1 as the
Commencement  Date, the Commencement Date shall be on the day next following the
last day allowed to Tenant for the  completion  of  Tenant's  Work or on the day
Tenant opens the Premises for business, whichever shall first occur.

          (d)  Delivery  of  Premises.  Tenant  shall  have no right to enter or
 occupy the Premises until the same are tendered by Landlord. Landlord shall not
 be liable for any  damages to or losses of Tenant  caused by or arising  out of
 any delay in completion of Landlord's  Work or tendering the Premises to Tenant
 nor shall this Lease be affected, except that, in the event Landlord's Work has
 not been  completed  (and such  delay is not  caused by the  actions of Tenant)
 within 12 months from the Scheduled Completion Date set forth in Schedule 1 (if
 any),  Tenant shall have the right to terminate  this Lease by sending  written
 notice to Landlord within 30 days after the expiration of such period, in which
 event  neither  Landlord  nor  Tenant  shall  have  any  further  liability  or
 obligation to the other except that any Prepaid Rent and Security Deposit shall
 be returned to Tenant.



                                       30



<PAGE>


                                   SCHEDULE 1
                                 to Exhibit "B"

 Tenant agrees to take space "AS IS" with the following exceptions:

 1.      Landlord will guarantee the HVAC System for one year.












                                       31








<PAGE>


 EXHIBIT "C"


 TENANT'S ARCHITECTURAL AND CONSTRUCTION WORK

 GENERAL

     Tenant  shall secure  Landlord's  written  approval of all designs,  plans,
specifications and contracts for work to be performed by Tenant before beginning
Tenant's Work, and shall secure all necessary licenses and permits to be used in
performing  Tenant's Work. Tenant's Work shall be subject to Landlord's approval
and  acceptance,  which  shall be a condition  to any  payment or  reimbursement
hereinafter  provided.  Landlord  will pay Tenant $18.00 per ground floor square
foot  of  the  Premises,   upon   completion  of  Tenant's  Work  to  Landlord's
satisfaction and Tenant's commencement of business in the Premises.

B.   DESCRIPTION OF TENANT'S WORK

     1.   Signs: Tenant shall pay for all signs and the installation thereof.

     2.   Utilities:  All meters or other  measuring  devices in connection with
          utility  services  shall be provided by Tenant.  All service  deposits
          shall be made at Tenant's expense.

     3.   Interior Work:

          Tenant's Work shall include, but shall not be limited to, the purchase
          and/or installation and/or performance of the following:

     a.   Electrical fixtures.

     b.   Interior  partitions  including  finishing,   electrical  wiring,  and
          connections  within the Premises  other than as provided in Schedule 1
          to Exhibit "B". 

     c.   Light covers and special hung or furred ceilings.
                                                              
     d.   Interior painting.
                                                                              
     e.   Store fixtures and furnishings.
                                                                      
     f.   Display window enclosures.
                                                                              
     g.   Plumbing fixtures within the Premises.
                                                                  
     h.   Insulation.
    
     i.   Heating,  air  conditioning  and  ventilating   equipment,   including
          electrical  and gas  hookup,  duct  work  and roof  penetrations.  All
          heating, air conditioning and ventilating equipment to be installed in
          the  Premises  must be approved  in writing by  Landlord  and shall be
          installed and activated by an engineering  firm acceptable to Landlord
          in its sole discretion.

     j.   Floor covering.

     4.  All work  undertaken  by  Tenant  shall be at  Tenant's  sole  cost and
expense,  and  shall not  damage  the  Building  or any part  thereof.  Any roof
penetration shall be performed by Landlord's bonded roofer and shall be effected
only  after  Landlord  has  given  consent,  which  consent  shall  in  part  be
conditioned upon Tenant's plans to include redwood runners,  or similar material
acceptable  to Landlord,  in order to spread the weight of the  equipment  being
installed.

     5. Tenant shall erect (or provide) and maintain  temporary barriers for the
purpose of blocking  access to the  Premises by all  persons not  authorized  by
Tenant to enter the  Premises at all times  during  which  Tenant is  performing
Tenant's Work. Tenant hereby agrees to indemnify


                                       32


<PAGE>


 and to hold Landlord harmless from all costs, damages, expenses and liabilities
 (including  all  attorneys'  fees and court  costs)  incurred  by Landlord as a
 result of injury to persons or damage to property  caused the failure of Tenant
 to maintain temporary  barriers as provided herein or otherwise  connected with
 Tenant's Work. The size, color, appearance, dimensions, location, configuration
 and all  other  characteristics  of  Tenant's  temporary  barriers  shall be in
 accordance with design guidelines submitted by Landlord to Tenant.












                                       33




<PAGE>


                                   EXHIBIT "D"

                                  SIGN CRITERIA

     All signs are  subject  to  Landlord's  prior  written  approval.  Landlord
reserves the right to  temporarily  remove any signs in the course of performing
any repairs or remodeling to the Premises or the Center.














                                       34



<PAGE>


                                   EXHIBIT "E"

                              RULES AND REGULATIONS

     1. No sign,  advertisement,  display,  notice or other  lettering  shall be
exhibited,  inscribed,  painted  or  affixed  on any part of the  outside of the
Premises or inside,  if visible from the outside,  or the building of which they
form a part, and no symbol,  design,  mark, or insignia  adopted by Landlord for
the  Project or any  portion  thereof or the  tenants  therein  shall be used in
connection  with the conduct of Tenant's  business in the  Premises or elsewhere
without,  in each instance,  the prior written  consent of Landlord.  All signs,
displays,  advertisements and notices of Tenant so approved by Landlord shall be
maintained by Tenant in good and  attractive  condition at Tenant's  expense and
risk.

     2. No awning or other projections shall be attached to the outside walls of
the  Premises  or the  building  of  which  they  form a part  without,  in each
instance, the prior written consent of Landlord.

     3. All loading and unloading of goods shall be done only at such times,  in
the areas and through the entrances designated for such purpose by Landlord.

     4. All garbage and refuse shall be kept in the type of container  specified
by  Landlord,  and shall be placed  outside of the  Premises  and  prepared  for
collection in the manner and at the times and places  specified by Landlord.  If
Landlord shall provide or designate a service for picking up refuse and garbage,
Tenant  shall  use the  same at  Tenant's  cost,  provided  such  cost  shall be
competitive to any similar service available to Tenant.

     5. No radio  or  television  or other  similar  device  shall be  installed
without, in each instance,  Landlord's prior written consent. No aerial shall be
erected  on the  roof or  exterior  walls  of the  Premises,  or on the  grounds
without, in each instance,  the prior written consent of Landlord. Any aerial so
installed  without  such  written  consent  shall be subject to removal  without
notice at any time.

     6. No loud speakers, television sets, phonographs,  radios or other devices
shall be used in a manner  so as to be heard  or seen  outside  of the  Premises
without the prior written consent of Landlord.

     7. No auction,  fire, bankruptcy or selling-out sales shall be conducted on
or about the Premises without the prior written consent of Landlord.

     8. Tenant shall keep Tenant's display windows illuminated and the signs and
exterior  lights  lighted each and every day of the Lease Term hereof during the
hours designated by Landlord.

     9. Tenant shall keep the  Premises at a  temperature  sufficiently  high to
prevent freezing of water in pipes and fixtures.

     10. Me outside areas immediately adjoining the Premises shall be kept clean
by Tenant and Tenant shall not place or permit any  obstructions  or merchandise
in such areas.

     11.  Tenant  and  Tenant's  employees  shall  park their cars only in those
portions of the parking area  designated  for that  purpose by Landlord.  Tenant
shall furnish Landlord the state automobile license numbers assigned to Tenant's
car or cars and the  cars of  Tenant's  employees  within  5 days  after  taking
possession of the Premises and shall  thereafter  notify Landlord of any changes
within 5 days after such changes occur.

     12. Tenant shall use, at Tenant's cost, such pest extermination contractors
as Landlord may direct and at such  intervals as Landlord may require,  provided
the cost thereof is competitive to any similar service available to Tenant.

     13. Tenant shall not make or permit any noise or odor which  Landlord deems
objectionable to emanate from the Premises.

 



                                       35


<PAGE>


                                   EXHIBIT "F"

 RENEWAL OPTION

     Tenant is granted the  option(s)  to extend the term of this Lease for one*
consecutive  extended  term(s) of five (5) year(s) each,  provided (a) Tenant is
not in default at the time of exercise of the respective  option, and (b) Tenant
gives written notice of its exercise of the respective  option at least 180 days
prior to the  expiration  of the  original  term or the  expiration  of the then
existing term. Each extension term shall be upon the same terms,  conditions and
rentals, except (i) Tenant shall have no further right of renewal after the last
extension  term  prescribed  above,  and (ii) the Base Rent will be increased to
equal whatever Base Rent (plus whatever periodic  adjustments)  Landlord is then
charging for new leases of comparable  space in the Center for a comparable term
(as confirmed by written  statement to Tenant by the manager of the Center),  or
if no comparable space exists in the Center, then whatever is then being charged
for new leases of reasonably  comparable space in reasonably comparable shopping
centers within the same general geographical area as the Center for tenants with
the same credit  evaluation  as Tenant;  however,  in no event will the adjusted
Base Rent be lower than the Base Rent for the immediately preceding period.

*[if the number "one" (or 1") is inserted,  specifying  only one extension term,
then all references in this exhibit which indicate the  possibility of more than
one extension  term shall be deemed to be modified to specify only one extension
term.]

 

                                       36




<PAGE>


     This Guaranty  shall be binding upon the  undersigned  and the  successors,
heirs,  executors and administrators of the undersigned,  and shall inure to the
benefit of Landlord and Landlord's successors and assigns.

     Provided that neither Tenant nor Guarantor is in default under the Lease or
hereunder at the time,  this Guaranty shall  terminate upon the expiration of 36
months after the Commencement Date under the Lease.

     EXECUTED  the 14 day of November,  1996,  to be effective as of the date of
the Lease.


                                         GUARANTOR(S):                    
                                                                         
                                         DEEP ELLUM CAFE I, INC.    
                                         By:   /s/ Mike Sakuta    
                                               ----------------        
                                         Name: Mike Sakuta, President  
                                                                       
                                         2706 Elm Street. Dallas, TX 75275 
                                         Address (printed or typed)     



-----------------------------------                  
 WITNESS or ATTEST                      

 REDAL:84843.1 17776-22222














                                       38

 
<PAGE>


                            FIRST AMENDMENT TO LEASE

This  First  Amendment  to Lease is made  this  21st day of July,  1997,  by and
between  The  Mutual  Life  Insurance  Company of New York  (hereinafter  called
"Landlord"),  and Zeke's  Grill Inc.,  (hereinafter  called  "Tenant"),  for the
premises  located at 5290 Belt Line Road,  Suite 150,  Addison,  Texas in Dallas
County.

     WHEREAS,  on December  31, 1996,  Tenant and Landlord  entered into a lease
(the "Lease")  respecting  certain  premises to be located in a project known as
Prestonwood Place Shopping Center.

 WHEREAS, Tenant and Landlord desire to amend said Lease;

     NOW THEREFORE, in consideration of the mutual promises herein contained and
other  good and  valuable  consideration,  the  sufficiency  of which is  hereby
acknowledged, Landlord and Tenant agree as follows:

     1.   Commencement  Date: The  commencement  date shall be amended to May 1,
          1997.

     2.   Tenant's  Trade Name:  The  Tenant's  Trade Name shall be amended from
          Deep Ellum Cafe to Doolittle's.

Except as amended herein in all other  respects,  the Lease shall remain in full
force and effect.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first written above.



                                         LANDLORD:                              
                                                                                
                                         THE MUTUAL LIFE INSURANCE COMPANY      
                                         OF NEW YORK                            
                                                                                
                                         By:  /s/ illegible                     
                                             -------------------                
                                                  Signature                     
                                                                                
                                         Title:  Director, Asset Management     
                                                                                
                                                                                
                                                                                
                                         TENANT:                                
                                         Zeke's Grill Inc., 
                                                                                
                                         By:  /s/  Mike Sakuta                  
                                              ----------------                  
                                                     Signature                  
                                                                                
                                         Title:  President