LEASE


                         CINEMA  RIDE TIMES SQUARE, INC.
                                     TENANT


                                  "CINEMA RIDE"
                                   TRADE NAME


                                CINEMA RIDE, INC.
                                    GUARANTOR


                                 JERSEY GARDENS


                              Elizabeth, New Jersey

                          A Regional Retail Development

                   c/o Glimcher Properties Limited Partnership
                              20 South Third Street
                              Columbus, Ohio 43215
                                 (614) 621-9000




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

<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                      PAGE
<S>                                                                <C>
DATA SHEET. . . . . . . . . . . . . . . . . . . . . . . . . . . .        1

ARTICLE 1. GRANT AND TERM . . . . . . . . . . . . . . . . . . . .        3
  SECTION 1.01. LEASED PREMISES . . . . . . . . . . . . . . . . .        3
  SECTION 1.02. TERM. . . . . . . . . . . . . . . . . . . . . . .        3
  SECTION 1.03. OPENING . . . . . . . . . . . . . . . . . . . . .        4

ARTICLE 2. RENT
  SECTION 2.01. MINIMUM RENT. . . . . . . . . . . . . . . . . . .        4
  SECTION 2.02. PERCENTAGE RENT . . . . . . . . . . . . . . . . .        5
  SECTION 2.03. GROSS SALES . . . . . . . . . . . . . . . . . . .        5
  SECTION 2.04. FAILURE TO DO BUSINESS. . . . . . . . . . . . . .        5
  SECTION 2.05. TAXES . . . . . . . . . . . . . . . . . . . . . .        6
  SECTION 2.06. ADDITIONAL RENT . . . . . . . . . . . . . . . . .        7

ARTICLE 3. BOOKS AND RECORDS
  SECTION 3.01. TENANT'S RECORDS. . . . . . . . . . . . . . . . .        7
  SECTION 3.02. REPORTS BY TENANT . . . . . . . . . . . . . . . .        7

ARTICLE 4. AUDIT
  SECTION 4.01. RIGHT TO EXAMINE BOOKS. . . . . . . . . . . . . .        7
  SECTION 4.02. AUDIT . . . . . . . . . . . . . . . . . . . . . .        7

ARTICLE 5. CONSTRUCTION OF LEASED PREMISES
  SECTION 5.01. CONSTRUCTION OF LEASED PREMISES . . . . . . . . .        8
  SECTION 5.02. DELIVERY OF POSSESSION. . . . . . . . . . . . . .        8
  SECTION 5.03. CHANGES AND ADDITIONS . . . . . . . . . . . . . .        8

ARTICLE 6. TENANT'S WORK
  SECTION 6.01. TENANT'S WORK . . . . . . . . . . . . . . . . . .        3
  SECTION 6.02. TIME OF THE ESSENCE . . . . . . . . . . . . . . .        9

ARTICLE 7. CONDUCT OF BUSINESS BY TENANT
  SECTION 7.01. USE OF LEASED PREMISES. . . . . . . . . . . . . .        9
  SECTION 7.02. OPERATION OF BUSINESS . . . . . . . . . . . . . .        9
  SECTION 7.03. CARE OF LEASED PREMISES . . . . . . . . . . . . .       10
  SECTION 7.04. RADIUS .. . . . . . . . . . . . . . . . . . . . .       11
  SECTION 7.05. STORAGE, OFFICE SPACE . . . . . . . . . . . . . .       11

ARTICLE 8. COMMON AREAS
  SECTION 8.01. OPERATION OF COMMON AREAS . . . . . . . . . . . .       11
  SECTION 8.02. TENANTS PRO RATA SHARE OF EXPENSES .. . . . . . .       11
  SECTION 8.03. COMMON AREAS. . . . . . . . . . . . . . . . . . .       12

ARTICLE 9. ALTERATIONS AND SIGNS
  SECTION 9.01. INSTALLATION BY TENANT. . . . . . . . . . . . . .       12
  SECTION 9.02. REMOVAL BY TENANT . . . . . . . . . . . . . . . .       12
  SECTION 9.03. REFURBISHMENT . . . . . . . . . . . . . . . . . .       12
  SECTION 9.04. SIGNS . . . . . . . . . . . . . . . . . . . . . .       13

ARTICLE 10. MAINTENANCE OF LEASED PREMISES
  SECTION 10.01. LANDLORD'S OBLIGATIONS FOR MAINTENANCE.. . . . .       13
  SECTION 10.02. TENANT'S OBLIGATIONS FOR MAINTENANCE . . . . . .       13

ARTICLE 11. INSURANCE AND INDEMNITY
  SECTION 11.01. TENANT'S INSURANCE . . . . . . . . . . . . . . .       14
  SECTION 11.02. LANDLORD'S INSURANCE . . . . . . . . . . . . . .       15
  SECTION 11.03. INDEMNITY .. . . . . . . . . . . . . . . . . . .       15

ARTICLE 12. UTILITIES
  SECTION 12.01. UTILITIES. . . . . . . . . . . . . . . . . . . .       16
  SECTION 12.02. ENERGY SHORTAGES . . . . . . . . . . . . . . . .       16
  SECTION 12.03. SPRINKLER CHARGE . . . . . . . . . . . . . . . .       16
  SECTION 12.04. INTERRUPTION OF SERVICE. . . . . . . . . . . . .       16

ARTICLE 13. ESTOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION
  SECTION 13.01. ESTOPPEL STATEMENT . . . . . . . . . . . . . . .       16
  SECTION 13.02. ATTORNMENT . . . . . . . . . . . . . . . . . . .       16
  SECTION 13.03. SUBORDINATION. . . . . . . . . . . . . . . . . .       17
  SECTION 13.04. REMEDIES . . . . . . . . . . . . . . . . . . . .       17

ARTICLE 14. ASSIGNMENT AND SUBLETTING
  SECTION 14.01. PROHIBITION. . . . . . . . . . . . . . . . . . .       17

ARTICLE 15. WASTE
  SECTION 15.01. WASTE OR NUISANCE. . . . . . . . . . . . . . . .       18

ARTICLE 16. TRADE NAME, PROMOTIONAL CHARGE
  SECTION 16.01.  TRADE NAME. . . . . . . . . . . . . . . . . . .       18
  SECTION 16.02.  SOLICITATION OF BUSINESS. . . . . . . . . . . .       18
  SECTION 16.03.  PROMOTIONAL CHARGE. . . . . . . . . . . . . . .       18

ARTICLE 17.  DESTRUCTION OF LEASED PREMISES
  SECTION  17.01.  RECONSTRUCTION . . . . . . . . . . . . . . . .       19
  SECTION  17.02.  WAIVER OF SUBROGATION. . . . . . . . . . . . .       19

ARTICLE 18.  EMINENT DOMAIN
  SECTION 18.01.  TOTAL CONDEMNATION OF LEASED PREMISES . . . . .       19
  SECTION 18.02.  PARTIAL CONDEMNATION. . . . . . . . . . . . . .       19
  SECTION 18.03.  LANDLORD'S AND TENANT'S DAMAGES . . . . . . . .       20
  SECTION 18.04.  GOVERNMENTAL REGULATION . . . . . . . . . . . .       20

ARTICLE 19. DEFAULT OF TENANT
  SECTION 19.01.  RIGHT TO REENTER. . . . . . . . . . . . . . . .       20
  SECTION 19.02.  RIGHT TO RELET. . . . . . . . . . . . . . . . .       21

                                (i)
<PAGE>

  SECTION 19.03. LEGAL EXPENSES.. . . . . . . . . . . . . . . . .  .    21
  SECTION 19.04. WAIVER OF  COUNTERCLAIMS AND TRIAL BY JURY.. . .  .    21
  SECTION 19.05. WAIVER OF RIGHT OF REDEMPTION. . . . . . . . . .  .    21

ARTICLE 20. BANKRUPTCY OR INSOLVENCY
  SECTION 20.01. TENANT'S  INTEREST NOT TRANSFERABLE. . . . . . .       22
  SECTION 20.02. LANDLORD'S OPTION TO TERMINATE . . . . . . . . .  .    22
  SECTION 20.03. TENANT'S OBLIGATION TO AVOID CREDITORS'
                 PROCEEDINGS. . . . . . . . . . . . . . . . . . .  .    22
  SECTION 20.04. APPLICATION OF BANKRUPTCY PROCEEDS . . . . . . .       22
  SECTION 20.05. BANKRUPTCY . . . . . . . . . . . . . . . . . . .       22

ARTICLE 21. ACCESS BY LANDLORD
  SECTION 21.01. RIGHT OF ENTRY . . . . . . . . . . . . . . . . .       22
  SECTION 21.02. EXCAVATION . . . . . . . . . . . . . . . . . . .       23

ARTICLE 22. TENANT'S PROPERTY
  SECTION 22.01. TAXES ON TENANT'S PROPERTY . . . . . . . . . . .       23
  SECTION 22.02. LOSS AND DAMAGE. . . . . . . . . . . . . . . . .       23
  SECTION 22.03. NOTICE BY TENANT . . . . . . . . . . . . . . . .       23

ARTICLE 23. HOLDING OVER
  SECTION 23.01. HOLDING OVER . . . . . . . . . . . . . . . . . .       23
  SECTION 23.02. SUCCESSORS.. . . . . . . . . . . . . . . . . . .       23

ARTICLE 24. RULES AND REGULATIONS
  SECTION 24.01. RULES AND REGULATIONS. . . . . . . . . . . . . .       23

ARTICLE 25. QUIET ENJOYMENT
  SECTION 25.01. LANDLORD'S COVENANT. . . . . . . . . . . . . . .       24

ARTICLE 26. SECURITY PROVISION
  SECTION 26.01. SECURITY . . . . . . . . . . . . . . . . . . . .       24

ARTICLE 27. REGULATED SUBSTANCES
  SECTION 27.01. DEFINITION OF REGULATED SUBSTANCE .. . . . . . .       24
  SECTION 27.02. TENANT'S RESTRICTIONS. . . . . . . . . . . . . .       24
  SECTION 27-03. TENANT'S INDEMNITY . . . . . . . . . . . . . . .       25
  SECTION 27.04. TENANT'S INDEMNITY . . . . . . . . . . . . . . .       25

ARTICLE 28. MORTGAGEE NOTICE AND CURE . . . . . . . . . . . . . .       25

ARTICLE 29. SPECIAL REAL ESTATE INVESTMENT TRUST PROVISIONS
  SECTION 29.01. ASSIGNMENT AND SUBLETTING. . . . . . . . . . . .  .    26
  SECTION 29.02. REAL ESTATE INVESTMENT TRUST TAX PROVISIONS. . .  .    26

ARTICLE 30. MISCELLANEOUS
  SECTION 30.01. WAIVER.. . . . . . . . . . . . . . . . . . . . .       26
  SECTION 30.02. ENTIRE AGREEMENT . . . . . . . . . . . . . . . .       26
  SECTION 30.03. RULES Of CONSTRUCTION. . . . . . . . . . . . . .       26
  SECTION 30.04. DELAYS . . . . . . . . . . . . . . . . . . . . .       27
  SECTION 30.05. NOTICES. . . . . . . . . . . . . . . . . . . . .       27
  SECTION 30.06. CAPTIONS AND SECTION NUMBERS . . . . . . . . . .       27
  SECTION 30.07. BROKER'S COMMISSION . . . . . . . . . . . . . .        27
  SECTION 30.08. RECORDING . . . . . . . . . . . . . . . . . . .        27
  SECTION 30.09. FURNISHING OF FINANCIAL STATEMENT . . . . . . .        27
  SECTION 30.10. LANDLORD'S USE OF COMMON AREAS. . . . . . . . .        27
  SECTION 30.11. TRANSFER  OF LANDLORD'S INTEREST . . . . . . . .       27
  SECTION 30.12. FLOOR AREA. . . . . . . . . . . . . . . . . . .        27
  SECTION 30.13. LIABILITY OF LANDLORD . . . . . . . . . . . . .        28
  SECTION 30.14. ACCORD AND SATISFACTION . . . . . . . . . . . .        28
  SECTION 30.15. EXECUTION OF LEASE . . . . . . . . . . . . . . .       28
  SECTION 30.16. LAWS OF THE STATE. . . . . . . . . . . . . . . .       28
  SECTION 30.17. CONFIDENTIALITY. . . . . . . . . . . . . . . . .       28
  SECTION 30.18. INTEREST . . . . . . . . . . . . . . . . . . . .       28
  SECTION 30.19. CONSUMER PRICE INDEX. . . . . . . . . . . . . .        28
  SECTION 30.20. SURVIVAL . . . . . . . . . . . . . . . . . . . .       28

EXHIBIT  'A'  SITE PLAN
EXHIBIT  'B'  LEGAL DESCRIPTION
EXHIBIT  'C'  CONSTRUCTION
EXHIBIT  'D'  SIGN CRITERIA
EXHIBIT  'E'  COSTS AND EXPENSES
EXHIBIT  'F'  RULES AND REGULATIONS
EXHIBIT  'G'  CERTIFICATION
EXHIBIT(s)     (other exhibits, if any)

ADDENDUM (If any)
RIDER            (If  any)
GUARANTY
</TABLE>
                                (ii)

<PAGE>

                                 JERSEY GARDENS

                              Elizabeth, New Jersey

     THIS LEASE, made as of this _ day of________, 19__ by and between Elizabeth
MetroMall  LLC, a Delaware limited liability company, the address of which is 20
South  Third  Street,  Columbus, Ohio 43215 (herein "Landlord"), and Cinema Ride
Times  Square,  Inc.,  a  New  York  corporation,  the address of which is 12001
Ventura  Plaza,  Suite 340, Studio City (herein "Tenant"). All of the provisions
of  the Lease, including the Data Sheet, the standard provisions commencing with
Article  1  and  continuing  through  Article  30 of the Lease (herein sometimes
referred  to  as  the  "Form  Lease"),  the  Addendum, if any, all exhibits, and
Rider(s),  if  any,  are  incorporated  in full in this preamble as if fully set
forth  at  this  point.

                                   DATA SHEET

          This  Data  Sheet  is  an  integral  part  of the Lease. The following
references  furnish  data  to  be  incorporated in the specified Sections of the
Lease  and  shall  be  construed  to  incorporate all of the terms of the entire
Section  as  stated  in  the  said  Lease:

1.     Section  1.01. Leased Premises: Store number 1111 and 1112, consisting of
approximately  two  thousand  nine  hundred forty (2,940) square feet of  floor
area  on  the  lower  level  of  the  Shopping  Center.

2.     Section  1.02. Term: The Commencement Date of the term of this Lease, and
Tenant's  obligation  to  open  and  operate  for business, pay Minimum Rent and
other  charges  shall  be  the  earlier  to  occur  of  the  following:

(a)    sixty   (60)   days   (the "Fixturing  Period")  after  the latest of the
following  (but  in  no  event  prior   to  the  grand opening in October 1999):
(i)  the  date  Landlord  notifies  Tenant  in  writing  that   Landlord's  Work
is  substantially  completed  (as  provided in Section 5.02) and the delivery of
possession  of  the leased premises to Tenant; (ii) Landlord's approval of Store
Working   Drawings   and   Specifications   (if,   and   only   if  Tenant   has
complied  with   all  of  the  requirements   and  time  requirements  contained
in  Exhibit  Q;  (iii)  Landlord's  delivery  of  a  fully  executed   copy   of
this  Lease  to  Tenant;  and (iv) Tenant obtaining a building permit, provided,
that   Tenant   shall   have   applied  for   the  same   within   fifteen  (15)
days   after  receiving   Landlord's   approval   of  Tenant's   Store   Working
Drawings and Specifications  and  further  provided that   Tenant   shall   have
diligently  pursued  issuance  of  same,  complying  in  all  respects  with all
requirements  of  the  issuing  authorities.  In the event Tenant shall not have
received   such   permit   within   one  (1)  year  after   the  date   of  this
Lease or by the  delivery  of  possession date,   whichever  is  later,   either
party  shall  have  the  right  until  Tenant  commences  construction  in   the
leased  premises  to  terminate  this Lease on prior written notice to the other
party.  Tenant's   right   to   terminate   shall   be   conditioned  on  Tenant
having  complied  with  the  requirements  of  this  paragraph;  or

(b)          The  date  upon  which  Tenant opens its store in said Premises for
business  to  the  general  public.


3.     Section  1.02.  Term: The length of the original term of this Lease shall
be:  Five  (5)  lease  years.

     The  length  of  the option period, if any, shall be: Five (5) lease years,
the  term of which, if validly     exercised, shall commence upon the expiration
of  the  original  term  of  the  Lease.

4.     Section  2.01.  Minimum  Rent:

     The  annual Minimum Rent during the original term of this Lease shall be as
follows:

     (i)  From  the  Commencement  Date of this Lease and continuing through the
third  (3rd)  lease year of the term hereof, the sum of One Hundred Two Thousand
Nine  Hundred  and  00/100ths Dollars ($102,900.00) annually, which sum shall be
payable  by  Tenant  in equal consecutive monthly installments of Eight Thousand
Five  Hundred  Seventy-Five  and  00/100ths  Dollars  ($8,575.00)  each;

     (ii)  Beginning  with  the  fourth  (4th) lease year of the term hereof and
continuing  through  the  balance  of  the  original  lease term, the sum of One
Hundred  Eight Thousand Seven Hundred Eighty and 00/100ths Dollars ($108,780.00)
annually,  which  sum  shall  be  payable by Tenant in equal consecutive monthly
installments of Nine Thousand Sixty-Five and 00/100ths Dollars ($9,065.00) each.

Each  of  the monthly installments of Minimum Rent called for hereunder shall be
payable  by Tenant, on or before the first day of each month, in advance, at the
office  of  the  Landlord  or  such  other  place as the Landlord may designate,
without  any  prior  demand  therefor  and  without  any  deductions  or  setoff
whatsoever.
                                        1
<PAGE>



     In  the event that Tenant exercises the option described in Section 1.02 to
extend the term of this Lease, the annual Minimum Rent during such extended term
hereof  shall  be  as  follows:

     (i) Beginning with the sixth (6th) lease year of the term of this Lease and
continuing  through  the seventh (7th) lease year of the term hereof, the sum of
One  Hundred  Fourteen  Thousand  Six  Hundred  Sixty  and  00/100ths  Dollars
($114,660.00)  annually,  which  sum  shall  be  payable  by  Tenant  in  equal
consecutive  monthly  installments  of  Nine  Thousand  Five  Hundred  Fifty and
00/100ths  Dollars  ($9,550.00)  each;

     (ii)  Beginning  with  the  eighth  (8th) lease year of the term hereof and
continuing  through the balance of the lease term, the sum of One Hundred Twenty
Thousand  Five Hundred Forty and 00/100ths Dollars ($120,540.00) annually, which
sum  shall be payable by Tenant in equal consecutive monthly installments of Ten
Thousand  Forty-Five  and  00/100ths  Dollars  ($10,045.00)  each.

Each  of  the monthly installments of Minimum Rent called for hereunder shall be
payable  by Tenant, on or before the first day of each month, in advance, at the
office  of  the  Landlord  or  such  other  place as the Landlord may designate,
without  any  prior  demand  therefor  and  without  any  deductions  or  setoff
whatsoever.

5.     Section  2.02.  Percentage  Rent:

     In  addition  to  the  payment  of  annual  Minimum  Rent,  as hereinbefore
provided, Tenant shall pay to Landlord during each lease year of the term hereof
as  annual  Percentage  Rent  the  following:

     (i)  From  the  Commencement  Date of this Lease and continuing through the
third (3rd) lease year of the term hereof, a sum equal to ten percent (10%) (the
'percentage  factor') of all 'Gross Sales' resulting from business conducted in,
on  or  from the leased premises during each lease year in excess of One Million
Twenty  Eight  Thousand  Nine  Hundred  Ninety-Nine  and  98/100ths  Dollars
($1,028,999.98)  ('Minimum  Gross  Sales');

     (ii)  Beginning  with  the  fourth  (4th) lease year of the term hereof and
continuing  through  balance  of  the  original  lease  term, a sum equal to ten
percent  (10%)  (the  'percentage  factor')  of all 'Gross Sales' resulting from
business  conducted in, on or from the leased premises during each lease year in
excess  of  One  Million  Eighty-Seven  Thousand  Seven  Hundred Ninety-Nine and
98/100ths  Dollars  ($1,087,799.98)  ('Minimum  Gross  Sales').

The  annual  Percentage  Rent  shall  be  payable at the times and in the manner
hereinafter set forth, at the office of the Landlord, or such other place as the
Landlord  may  designate,  without  any  prior  demand  therefor and without any
deductions  or  setoff  whatsoever.

     In  addition  to  the  payment  of the annual Minimum Rent, as hereinbefore
provided,  in the event Tenant exercises the option described in Section 1.02 to
extend  the  term  of this Lease, Tenant shall pay to Landlord during each lease
year  of  the  extended  term  hereof  as  annual Percentage Rent the following:

     (i)  Beginning  with  the  sixth  (6th)  lease  year of the term hereof and
continuing  through the seventh (7th) lease year of the term hereof, a sum equal
to ten percent (10%) (the 'percentage factor') of all Gross Sales resulting from
business  conducted in, on or from the leased premises during each lease year in
excess  of  One  Million One Hundred Forty-Six Thousand Five Hundred Ninety-Nine
and  98/100ths  Dollars  ($1,146,599.98)  ('Minimum  Gross  Sales');

     (ii)  Beginning  with  the  eighth  (8th) lease year of the term hereof and
continuing  through  the  balance  of the lease term, a sum equal to ten percent
(10%)  (the  'percentage  factor')  of  all  Gross Sales resulting from business
conducted in, on or from the leased premises during each lease year in excess of
One  Million  Two  Hundred Five Thousand Three Hundred Ninety-Nine and 98/100ths
Dollars  ($1,205,399.98)  ('Minimum  Gross  Sales').

     The annual  Percentage Rent shall be payable at the times and in the manner
hereinafter set forth, at the office of the landlord, or such other place as the
Landlord  may  designate,  without  any  prior  demand therefore and without any
deductions  or  setoff  whatsoever.


6.     Section  7.01.  Permitted  Use:

For  the  following  use  and  purpose  and  for  no  other  use  or  purpose:

     For  the  operation  of  a  motion  simulator ride and the sale of directly
     related  items.


                                        2

<PAGE>

7.     Section  12.03  Sprinkler  Charge:  Nine  Hundred  Seventy  and 00/100ths
Dollars  ($970.00)  annually,     payable  in  equal  consecutive  monthly
installments  of  Eighty  and  83/100ths  Dollars  ($80.83)  each.

The  annual  sprinkler  charge is calculated on the basis of fifty cents ($0.50)
per  square foot of floor area of the leased premises per annum, but in no event
less  than  Five  Hundred  Dollars  ($500.00)  per  annum.

8.     Section  16.01  Trade  Name:  Tenant's  Trade  Name  is:  "Cinema  Ride"

9.     Section  16.03  Promotional  Charge.

Original  annual  promotional  charge:  Seven  Thousand  Seven Hundred Sixty and
00/100ths Dollars ($7,760.00), payable in equal consecutive monthly installments
of  Six Hundred Forty-Six and 67/100ths Dollars ($646.67), subject to increases.

The  annual  promotional charge is calculated on the basis of Four and 00/100ths
Dollars  ($4.00) per square foot of floor area of the leased premises per annum,
but  in  no  event  less than Six Thousand and 00/100ths Dollars ($6,000.00) per
annum,  and  is  subject  to  increases.

Initial  promotional  charge:  One  time payment of: Four Thousand Eight Hundred
Fifty  and  00/100ths  Dollars  ($4,850.00).

The  initial  promotional charge is a one-time charge calculated on the basis of
Two  and  50/100ths  Dollars ($2.50) per square foot of floor area of the leased
premises,  but  in  no  event  less  than  Three  Thousand and 00/100ths Dollars
($3,000.00).

10.     Section  26.01  Security  Deposit:  N/A


11.  Guarantor:     Cinema  Ride,  Inc.
     12001  Ventura  Place,
     Suite  340
     Studio  City,  CA  91604



                                       2A


<PAGE>
                            ARTICLE 1. GRANT AND TERM

     SECTION  1.01.  LEASED PREMISES. (a) The regional development is located in
the  City  of Elizabeth, New Jersey and is commonly known as "Jersey Gardens" or
by  such  other  name  as Landlord may from time to time designate. Landlord, in
consideration  of  the  rent  to  be  paid  and the covenants to be performed by
Tenant,  does  hereby demise and lease unto Tenant, and Tenant hereby rents from
Landlord  for the term herein set forth, those certain premises (herein referred
to as the "leased premises") which are described as set forth in the Data Sheet.
As  used  in  this Lease, the Addendum and/or Rider, if any, the following terms
shall  have  the  following  meanings: (i) the term "regional development" shall
refer  to  the Shopping Center and the sites of the Major Tenants; (ii) the term
"Major  Tenant" shall refer to any occupant of premises containing 15,000 square
feet of floor area, or more; and (iii) the term "Shopping Center" shall refer to
the  regional  development excluding the areas occupied by Major Tenants, except
as  otherwise  specifically  stated  herein.  The general layout of the regional
development  is  shown  on page 1 of the attached Exhibit "A". Landlord does not
warrant  or  represent  that  the  regional  development  will  be, or has been,
constructed  exactly  as  shown  thereon. The approximate location of the leased
premises  is  designated  on page 2 of Exhibit "A". The legal description of the
regional development is more particularly described on the attached Exhibit "B".
In  the  event  Landlord  elects  to  enlarge or reduce the Shopping Center, any
additional  or  reduced  area  may  be  included  or excluded by Landlord in the
definition  of the Shopping Center for purposes of this Lease. This Lease of the
leased  premises is subject to all applicable budding restrictions, planning and
zoning  ordinances,  governmental rules and regulations, municipal liens and all
other encumbrances, covenants, restrictions and easements affecting the regional
development  and  the  terms  and provisions of certain declarations, underlying
leases,  reciprocal  easement  and operating agreements now or hereafter entered
into  by  Landlord.

     (b)     The  exterior  walls, roof and the area beneath the leased premises
are  not  demised  hereunder  and  the  use  thereof  together with the right to
install,  maintain,  use,  repair,  and  replace  pipes, ducts, conduits, wires,
lines,  flues,  drains,  access  panels, sprinkler mains and valves, refrigerant
linins,  tunnels,  sewers  and  structural  elements  leading through the leased
premises  in locations which will not materially interfere with the Tenant's use
thereof  and serving other parts of the regional development are hereby reserved
unto  Landlord. Landlord reserves an easement above Tenant's finished ceiling or
light  line  to  the  roof,  or to the bottom of the floor dock above the leased
premises,  for  general  access  purposes and in connection with the exercise of
Landlord's  other  rights  under  this  Lease.

     (c)  In the event that there shall be vacant premises on either side of the
leased  premises then Landlord shall have the right at any time prior to the due
of delivery of the leased premises, by written notice to Tenant, to relocate the
leased premises in either direction (from side to side from the outside boundary
of  the  leased  premises)  by  not  more  than ____________, and, upon any such
relocation,  the  size  and  description  of  the  leased  premises  shall  be
appropriately modified by an amendment to this Lease, which amendment shall also
reflect  any resulting proportional adjustment in the rent based upon the change
in  the  size of the leased premises. Landlord further reserves the right at any
                            --------
time during the term hereof to change the location of the leased premises in the
                     -----
Shopping  Center  upon  ninety  (90)  days'  prior notice in writing to Tenants.
                                                                        --------
During  the  ninety  (90)  day  period  Landlord  shall  offer  to  Tenant  such
alternative  location  of  approximately  the  sum square footage as may then be
available  in  the Shopping Center. In the event the parties agree on a specific
location,  then this Lease shall be amended by substituting the new location for
the then present location and the square footage, Minimum Rent and Minimum Gross
Sales,  shall  be  proportionately adjusted based upon the change in the size of
the  leased  premises.  Landlord shall, at Landlord's cost and expense, complete
the leasehold improvements to the leased premises in accordance with the working
drawings  originally  approved  by Landlord with respect to the Tenant's Work in
the  original  leased  premises and Tenant shall, within Fifteen (15) days after
delivery  of  the  new  premises  to Tenant, open for business in the new leased
premises. In the event Landlord and Tenant are unable to agree on an alternative
    ----
location,  this  Lease  shall  terminate  at the end of the said ninety (90) day
period.  In  the  event of such termination, Landlord shall pay to Tenant within
thirty  (30)  days  following  the  date that Tenant shall have vacated the then
present  leased  premises,  a sum equal to the then unamortized cost of Tenant's
leasehold  improvements to its original leased premises, such amortization to be
on  a  straight  line basis over the original stated term of the Lease, provided
Tenant  shall  furnish  to  Landlord  such  backup  information  as Landlord may
reasonably  require.  Tenant shall deliver possession of the then present leased
premises  to Landlord on or before the termination and/or relocation date in the
condition  required  pursuant to this Least and subject to all charges which are
due and owing or which shall accrue up to such date (which charges shall be paid
to  Landlord  within thirty (30) days of such date) and Tenant shall be released
from  any and all further obligations pursuant to this Lease accruing after such
date  with  respect  to  the  vacated  leased premises; however, in the event of
relocation,  Tenant  shall remain liable for all obligations accruing under this
Lease  after  the  date  of  such  relocation.
                                                  SEE ATTACHED RIDER FOR INSERTS

     (d)     Tenant  hereby  acknowledges  that  Landlord  occupies the regional
development by virtue of a ground lease (herein referred to as "Master Lease" or
generically as an underlying lease) by and between N.J. Metromall Urban Renewal,
Inc.,  as  Lessor,  and  Elizabeth  MetroMall LLC, as Lessee, as the same may be
amended  from time to time. This Lease is subject and subordinate to said Master
Lease.
------

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION 1.02. TERM. The term of this Lease shall be for a period commencing
upon  the  earlier of the following dates (i) on the expiration of the fixturing
period  or  other  specified date described in the Data Sheet therein 'Fixturing
Period", or (ii) the date on which Tenant shall open the leased premises, or any
part thereof for business to the general public, whichever shall be the first to
occur (said date herein referred to as the "Commencement Date') but not prior to
the grand opening of the Shopping Center unless specifically approved in writing
by  Landlord,  and  shall  expire on the final day of the last lease year of the
term  or other specified date as set forth in the Data Sheet (herein "Expiration
Date"),  unless  sooner  terminated as herein provided. The term "lease year" as
used  in  this  Lease  shall  be





                                        3

<PAGE>

defined  to  mean  a  fiscal  period  of twelve (12) consecutive calendar months
commencing  on  February  1  of each year except that the first lease year shall
begin on the Commencement Date and shall end on the January 31 next and the last
lease year shall end on the Expiration Date or sooner termination of this Lease.
Following  the  Commencement  Date,  Tenant  agrees, within ten (10) days of the
written request of Landlord, to execute and deliver to Landlord, without charge,
a  written  declaration,  in  form  satisfactory to Landlord: (1) ratifying this
Lease;  (2)  confirming the Commencement Date and Expiration Date of the term of
this  Lease;  (3) certifying that Tenant is in occupancy of the leased premises,
the  date  Tenant  commenced  operating Tenant's business therein, and that this
Lease  is  in  full  force  and  effect  and  has  not  been assigned, modified,
supplemented  or  amended,  except by such writings as shall be stated; (4) that
all conditions under this Lease to be performed by Landlord have been satisfied,
except  such  as  shall  be  stated;  (5)  that there are no defenses or offsets
against  the  enforcement of this Lease by Landlord, or stating those claimed by
Tenant;  (6) reciting the amount of advance rent, if any. paid by Tenant and the
date to which such I rent has been paid: and (7) reciting the amount of security
deposited  with  Landlord,  if  any.
                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  1.03.  OPENING.  Tenant  covenants and agrees to complete its work
within  the leased premises in accordance with the provisions of this Lease, and
to  open its store for business to the public no later than the date established
for  commencement  of  the  term  of this Lease pursuant to Section 1.02 hereof.
Notwithstanding  the  foregoing,  Tenant  agrees  to cooperate to effect a grand
opening  of  the  Shopping  Center  and, if so requested in writing by Landlord,
agrees to delay the opening of Tenant's business in the leased premises (and the
Commencement  Date would be concurrently delayed) from the date Tenant otherwise
would  have  been  required  to  open  for business under the provisions of this
Lease.  Landlord  hereby  notifies  Tenant  that  the  anticipated date of grand
opening of the Shopping Center is October, 1999 and Tenant shall be obligated to
open  the  leased  premises  for  business  on  such  date or such other date as
Landlord  may  establish from time to time. Landlord shall not be responsible or
liable  to  Tenant  or  those  claiming  by, through or under Tenant for loss or
damages  caused  by,  or resulting from, a delayed or adjourned grand opening of
the  Shopping  Center.

                                 ARTICLE 2. RENT

     SECTION  2.01.  MINIMUM RENT. (a) For the entire term of this Lease, Tenant
shall  pay  fixed  minimum  annual  rent  (herein "Minimum Rent") for the leased
premises  in  the amount set forth in the Data Sheet. subject to adjustments and
further  increases  pursuant  to  this Section 2.01 and other provisions of this
Lease,  which  sum  shall  be  payable  by  Tenant  in equal consecutive monthly
installments on or before the first day of each month, in advance, at the office
of  the Landlord, or such other place as the Landlord may designate, without any
prior  demand therefor and without any deduction or setoff whatsoever. The first
monthly  installment  of  Minimum Rent shall be paid in advance upon the date of
Tenant's  execution  of  this Lease. Should the term of this Lease commence on a
day  other  than  the  first  day  of  a calendar month, then the second monthly
installment of Minimum Rent shall be prorated accordingly at a daily rate on the
basis of a thirty (30) day month. Should any lease year contain less than twelve
(12)  calendar  months,  said  annual  rental  shall  be  prorated.

     (b) The Minimum Rent set forth in the Data Sheet is based upon a per square
foot  per annum Minimum Rent multiplied by the approximate square footage of the
leased  premises  as  set  forth  in  the  Data  Sheet. Following  completion of
Landlord's Work, Landlord's architect shall certify the actual square footage of
floor  area  in  the leased  premises and such certification shall be binding on
the  parties  hereto.  Such  determined  square  footage  shall  be used  in all
calculations  based on square footage in this Lease, and the annual Minimum Rent
and  monthly  installment(s)  set  forth  in the Data Sheet shall be accordingly
adjusted (upwards or downwards). Tenant shall, within ten (10) days of  request,
execute  and  deliver  to Landlord an appropriate document reflecting the actual
square  footage of the leased  premises, Minimum Rent and monthly installment(s)
as  determined  hereunder.




                                        4

<PAGE>



     SECTION  2.02.  PERCENTAGE  RENT. (a) In addition to the payment of Minimum
Rent,  Tenant  shall pay  to Landlord during and for each lease year of the term
hereof, annual percentage rent (herein "Percentage Rent") in an  amount equal to
the  percentage  factor (which is set forth in the Data Sheet) multiplied by all
Gross  Sales  (as said term  is defined in Section 2.03) resulting from business
conducted  in,  on or from the leased premises during such lease year  in excess
of  the  Minimum  Gross  Sales  (which  is  set  forth  in  the Data Sheet). The
Percentage  Rent  shall  be  payable  at  the times and in the manner herein set
forth,  at  the  office of the Landlord, or such other place as the Landlord may
designate,  without  any  prior  demand  therefor  and without any deductions or
setoffs  whatsoever.

     (b)     Within  ________  days  following  the  close of the month in which
Gross  Sales for the lease year to date exceed Minimum Gross Sales, Tenant shall
pay  to  Landlord  Percentage  Rent computed on such excess. Within _______ days
following  the  close  of  each  month thereafter during such lease year, Tenant
shall  pay to Landlord Percentage Rent computed on all Gross Sales for each such
month.  Within ___________ days after the close of each lease year, Tenant shall
furnish  to Landlord a statement certified by an officer of Tenant setting forth
the  amount  of  Gross  Sales  during  such lease year and showing the amount of
Percentage  Rent  required to be paid by Tenant for such lease year, if any. The
full  amount  of the Percentage Rent due for the entire lease year shall be paid
to  Landlord no later than  _________ days after the end of each lease year. Any
excess  Percentage  Rent paid by Tenant shall be credited against Tenant's  next
due  Percentage  Rent  payment,  except for the final lease year of the term for
which  any  excess  shall  be  refunded  to  Tenant.

                                                  SEE ATTACHED RIDER FOR INSERTS

     (c)  In  the  event that any lease year during the term hereof is less than
exactly twelve (12) full months or if  Tenant shall fail to operate its business
in  the  leased premises in the manner and during the hours as required pursuant
to  this  Lease  then,  for the purpose of computing the Percentage Rent for any
such  short  lease  year,  or  such  lease year  affected by Tenant's failure to
operate  as  required by this Lease, the Minimum Gross Sales for such lease year
shall  be  reduced  by  multiplying  the  Minimum Gross Sales applicable to such
lease  year  by a fraction, the numerator of which shall be the actual number of
days  in  such  short lease year or the actual number of days in such lease year
during  which  Tenant  failed  to  operate  as  required  by  the Lease, and the
denominator  of  which  shall  be  "360".

     SECTION  2.03.  GROSS SALES. The term "Gross Sales" as used herein shall be
construed  to  include  the entire amount of the actual sales price, whether for
cash, credit or otherwise, of all sales of merchandise or services and all other
receipts  whatsoever  of  all business conducted in or from the leased premises,
including  mail,  telephone.  telegraph.  closed-circuit television, dial-a-buy,
and/or  other  devices,  automated  or otherwise, whereby orders are received or
filled  at  the  leased  premises,  and  including  all deposits not refunded to
purchasers,  orders  taken,  although  said  orders may be filled elsewhere, and
including  sales  by  any sublessee, concessionaire, licensee or otherwise in or
from  the leased premises. A "sale" shall be deemed to have been consummated for
purposes  of  this  Lease.  and  the  entire  amount of the sales price shall be
included  in  Gross  Sales,  at  such  time  as (i) the transaction is initially
reflected  in  the  books  or  records  of Tenant, or any sublessee, assignee or
concessionaire  of  Tenant,  or (ii) Tenant or such other entity receives all or
any  portion  of  the sales price, or (iii) the applicable goods or services are
delivered  to  the  customer,  whichever  first  occurs, irrespective of whether
payment is made in installments, the sale is for cash or credit or otherwise, or
all  or  any  portion  of  the sales price has actually been paid at the time of
inclusion  in  Gross  Sales at any other time. No deduction shall be allowed for
uncollected  or  uncollectible  credit  accounts.  Said  term shall not include,
however,  any  sums  collected by Tenant and paid out by Tenant for any sales or
excise  tax  imposed  by  constituted  governmental  authority  and  which  are
separately stated and in addition to the purchase price nor include the exchange
of  merchandise  between  the  stores  of Tenant, if any, where such exchange of
goods or merchandise is 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  in  or  from  the  leased premises and/or for the purpose  depriving
Landlord  of  the benefit of a sale which otherwise would be made in or from the
leased  premises.  nor  the  term  include  the amount of returns to shippers or
manufacturers,  nor  proceeds  from  the sale of trade fixtures.  There shall be
deductible  from  Gross  Sales the amount of any cash or credit refund made upon
any  sale  in  or  from Leased premises where the merchandise sold is thereafter
returned  by  the  purchaser  and  accepted  by  Tenant.

     SECTION  2.04.  FAILURE TO DO BUSINESS. The parties covenant and agree that
because  of the difficulty or impossibility of determining Landlord's damages by
way  of loss of the anticipated Percentage Rent from Tenant or  other tenants or
occupants in or adjoining the Shopping Center, or by way of loss of value in the
property  because  of  diminished  salability  or  mortgagability  or  adverse
publicity  or  appearance  by  Tenant's  actions,  should  Tenant (a) subject to
Sections  1.02 and 5.02 hereof, fail to take possession and open for business in
the  leased  premises  fully  fixtured,  stocked and staffed on the Commencement
Date,  or  (b)  vacate,  abandon,  or  desert  the  leased premises or (c) cease
operating  Tenant's  business  therein  (except  where  the  leased premises are
rendered untenantable by reason of fire, casualty, or condemnation), or (d) fail
or  refuse  to maintain business hours and days or any part thereof, as required
by  this  Lease. then and in any such event (hereinafter referred to as "failure
to  do  business"), Landlord shall have the right, at its option. in addition to
                                            ------
all remedies otherwise available to Landlord. (i) to collect not only the annual








                                        5

<PAGE>


Minimum  Rent  and  other rents and charges herein reserved. but also additional
rent  equal  to  one-half,  (1/2),  of  the annual Minimum Rent reserved for the
period of the Tenant's failure to do business, computed at a daily rate for each
and every day during such period. and such additional rent shall be deemed to be
liquidated  damages payable by Tenant to Landlord in lieu of any Percentage Rent
that  might  have  been earned by Landlord during such period and Landlord shall
not be required to prove actual damages, and/or (ii) to treat such failure to do
business  as  an  event of default within the meaning of Article 19 hereof. Said
                                                                    -------
liquidated  damages  shall  be  payable  monthly,  concurrently  with  monthly
installments  of  Minimum Rent. As used herein, the terms "vacate", "abandon" or
"desert"  shall  not be defeated because Tenant may have left all or any part of
its  trade  fixtures  or other personal property in the leased premises. Nothing
herein  shall  be  construed  as  a  limitation  upon  Tenant's  obligation  to
continuously  conduct  business  in  the  manner  required by this Lease or upon
Landlord's  remedies  under  any  other  provision  of  this  Lease.

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  2.05.  TAXES.  (a)  Tenant shall pay to Landlord its proportionate
share of all taxes, rates and assessments which may be levied or assessed by any
lawful  authority  during  each calendar year falling in whole or in part during
the  term  of this Lease against the land, buildings and improvements comprising
the  regional  development and any other taxes Landlord becomes obligated to pay
with respect to the regional development (whether or not such taxes are assessed
against  real  or  personal  property)  including  all taxes, charges, rates and
assessments,  general and special, imposed in connection with any special taxing
district  ("Taxes").  For  purposes  of  determining  Taxes  the  term  regional
development  shall  be  deemed  to  include any land upon which off-site parking
facilities,  berms,  landscaping,  lighting  and/or  off-site  sewer and utility
systems  (including  drainage and flood control and retention ponds) serving the
regional  development  are  located.  with  all  improvements  situated thereon,
provided  however  that once any such area or portion thereof, is sold or leased
by Landlord, then such area, or portion thereof, would no longer be so included.
If  any  Taxes or assessed valuation(s) are contested by Landlord, then Tenant's
proportionate  share of Taxes shall also include Tenant's proportionate share of
the  cost  and expense, including reasonable attorneys' fees, of contesting such
Taxes or assessed valuation(s). The term "Taxes" shall also include all payments
in  lieu of taxes that are payable by Landlord pursuant to agreements reached or
arrangements  made  with  governmental  agencies  and/or  entities  having  the
authority  to  levy,  assess  and/or impose taxes or charges, including, without
limitation,  amounts  payable  arising  out  of  a  bond  offering  to  pay  for
infrastructure relating to, or required by, the development and operation of the
regional  development.  The  term  "Taxes" shall include all payments in lieu of
taxes  and  all  amounts  payable  concerning  that certain Landfill Reclamation
Improvement  District  assessment  arising  out  of  a  bond offering to pay for
certain  infrastructure relating to or required by the development and operation
of  the  regional  development.  Should  the  State or any political subdivision
thereof  or  any  governmental authority having jurisdiction (i) levy, assess or
impose  a  tax,  excise and/or assessment of any kind or nature upon, against or
with  respect  to  the  rents  payable by tenants in the regional development to
Landlord  or  on  the  gross  receipts  of  Landlord  derived  from the regional
development  or with respect to the ownership of the Landlord, or the individual
or entities which form the Landlord herein, of the land and buildings comprising
the  regional  development, either by way of substitution for all or any part of
the  taxes  and  assessments  levied  or  assessed  against  such  land and such
buildings,  or in addition thereto, and/or (ii) impose a tax or surcharge of any
kind or nature, upon. against or with respect to the parking areas or the number
of  parking  spaces  in the regional development, then in either or both of such
events,  such  tax  assessment  and/or  surcharge shall be deemed to be included
within the term "Taxes" as used in this Section and Tenant shall be obligated to
pay  its  proportionate  share  thereof  as  provided  herein.

     (b)     Tenant's proportionate share of Taxes shall be equal to the product
obtained  by  multiplying such Taxes by a fraction, the numerator of which shall
be  the  square footage of floor area in the leased premises and the denominator
of  which  shall  be the square footage of constructed gross leased and occupied
floor  area  in the Shopping Center. Prior to the proration and determination of
Tenant's  proportionate  share  of  the foregoing Taxes, there shall be deducted
from  the  total  thereof  all Taxes reimbursed to Landlord by any Major Tenant.
Tenant's  proportionate  share  of  all  Taxes  for or during the term hereof as
determined  by  the Landlord, shall be paid in monthly installments on or before
the  first  (1st) day of each calendar month, in advance, in an amount estimated
by  Landlord. Upon receipt of all tax bills and assessment bills attributable to
any  calendar  year during the term hereof, Landlord shall furnish Tenant with a
written  statement of the actual amount of Tenant's proportionate share of Taxes
for  such year. In the event no tax bill is available, Landlord will compute the
amount  of such Taxes. If the total amount paid by Tenant under this Section for
any  calendar  year  during the term of this Lease shall be less than the actual
amount  due  from Tenant for such year, as shown on such statement. Tenant shall
pay to Landlord the difference between the amount paid by, Tenant and the actual
amount  due,  such  deficiency  to  be  paid  within  ten (10) days after demand
therefore  by Landlord. and if the total amount paid by Tenant hereunder for any
such  calendar  year  shall  exceed  the  actual amount due from Tenant for such
calendar  year,  such  excess  shall be credited against the next installment of
Taxes  due from Tenant to Landlord hereunder. All amounts due hereunder shall be
payable  to Landlord at the place where Minimum Rent is payable for the calendar
years  in  which  this  Lease  commences  and terminates, the provisions of this
Section shall apply  and Tenant's liability for its proportionate share of Taxes
for  such years shall be subject to a pro rata adjustment based on the number of
days  of said calendar years during which the term of this Lease is in effect. A
copy  of  a tax bill or assessment bill submitted by Landlord to Tenant shall at
all  times  be  sufficient  evidence  of  the amount of taxes and or assessments
assessed  or levied against the property to which such bill relates. Prior to or
at  the  commencement of the term of this Lease and from time to time thereafter
through  the  term hereof, Landlord shall notify Tenant in writing of Landlord's
estimate of Tenant's monthly installments due hereunder. Landlord's and Tenant's
obligations  under this Section shall survive the expiration of the term of this
Lease.
                                                  SEE ATTACHED RIDER FOR INSERTS

     (c)     Tenant  shall  also  pay  to  the  appropriate agency or entity all
Franchise  Assessment  Fees (as defined below) "Franchise Assessment Fees" shall
mean  all  fees  payable  by  Tenant  arising  out  of  the fact that the leased
premises  are  located in a Landfill Reclamation Improvement District as defined
in  and  authorized  by  P.  L.  1995.  C. 173 and amended by P. L. 1996. C. 73.
Landlord  represents  that. under the current law, Franchise Assessment Fees may
total  no  more  than  three percent (3%) of gross receipts from sales. and that
Franchise  Assessment  Fees are payable separate and apart from, and in addition
to,  any and all sales, excise or value added taxes that Tenant may be obligated






                                        6
<PAGE>



to  pay  concerning  gross  receipts  and  such Franchise Assessment Fees may be
separately  stated  and  charged  to  customer  at  the  point of sale. Landlord
represents that the Franchise Assessment Fees, as presently enacted, are subject
to  the sale price of the same merchandise and products which are subject to the
New  Jersey  Sales  and Use Tax Act (N.J.S.A. 54:32B-1 et. seq.) (excepting only
retail  sales  of  motor  vehicles,  theater  tickets,  manufacturing machinery,
equipment  or apparatus). Pursuant to local ordinance, Landlord must require all
leases with tenants of the Shopping Center to contain language granting the City
of  Elizabeth  ("City") the right to inspect the books and records of the Tenant
with  respect  to  the leased premises. Accordingly, Tenant hereby grants to the
City  the  right  to inspect the books and records of Tenant with respect to the
leased  premises  at  all reasonable times during normal business hours, for the
purpose  of  auditing  and confirming gross receipts so as to enable the City to
properly  determine  the amount of Franchise Assessment Fees due from Tenant and
to aid the City in the collection thereof. Tenant further warrants and covenants
that  Tenant shall not directly or indirectly, challenge, dispute or contest the
validity  or  enforceability of the ordinance imposing the Franchise Assessment.
Nothing  herein  shall  prohibit Tenant from contesting, in an appropriate forum
the  amount  of  the  Franchise  Assessment  Fees  allegedly due from Tenant. In
connection  with  such Franchise Assessment  Fees, Landlord represents to Tenant
the  following:  (i)  under  presently  applicable  State  law,  the  otherwise
applicable State sales tax of six percent (6%) shall be reduced to three percent
(3%)  for  businesses  in  the  Shopping Center, and  (ii) the imposition of the
three  percent  (3 %) Franchise Assessment Fees will, consequently, be offset by
such  reduction  in  the  State  sales  tax.

     SECTION  2.06.  ADDITIONAL RENT. Unless otherwise stated, all sums of money
or charges of any kind or nature in addition to Minimum Rent and Percentage Rent
payable  by  Tenant to Landlord under this Lease or the exhibits attached hereto
shall be defined as 'additional rent" and shall be due and payable ten (10) days
after demand therefor, without any deductions or setoff whatsoever, and Tenant's
failure  to  pay  any  such  amounts  or  charges  when due shall carry the same
consequences  as Tenant's failure to pay rent. All such amounts or charges shall
be  payable  to  Landlord  at  the place where Minimum Rent is payable. The term
"rent"  shall  be  defined  in this Lease as the sum of Minimum Rent, Percentage
Rent,  and  all  additional  rent, when and as the same shall be due and payable
hereunder. Any rent or sums payable by Tenant to Landlord under this Lease which
is  not paid when due, shall incur, and Tenant shall pay, a service charge equal
to  Five Cents ($0.05) for each One Dollar ($1.00) of every such payment that is
late. It is agreed that the service charge is a fair and reasonable charge under
the circumstances to help Landlord defray the expense of handling late payments,
and  shall  not  be  construed  as  interest on a debt payment, and shall not be
construed  "  to  extend the date for payment of any rent or sums due hereunder.

                          ARTICLE 3. BOOKS AND RECORDS

     SECTION 3.01. TENANT'S RECORDS. Tenant shall prepare and keep at the leased
premises  or  at Tenant's executive offices within the continental United States
complete,  accurate  and  proper books, records and accounts of Gross Sales made
in,  upon  or  from  the  leased premises in each lease year whether for cash or
credit  and  for  each  separate  department  at any time operated in the leased
premises.  The  books,  records  and  accounts  shall be kept in accordance with
generally  accepted  accounting  principles and shall include without limitation
(i)  detailed  original records of all sales at, in or from the leased premises,
(ii) detailed original records of any exclusions or deductions from Gross Sales,
(iii)  sales  tax records and reports, and (iv) all other records, if any, which
would  normally  be  examined  by an independent accountant pursuant to accepted
auditing  standards in performing an audit of Tenant's sales. Said books records
and  accounts,  including  true  copies of any sales  reports that Tenant may be
required  to  furnish  to  any  government  or governmental agency, shall at all
reasonable  times  be open to the inspection of the Landlord, Landlord's auditor
                                                    ---------
or  other  authorized representative or agent for a period of at least three (3)
years  after  the  expiration  of  the  lease year to which they have reference.

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  3.02.  REPORTS  BY TENANT. Tenant shall furnish to Landlord within
fifteen  (15)  days  after  the  expiration  of  each month of each lease year a
complete  statement,  certified  by an officer of Tenant, of the amount of Gross
Sales  made  in,  on or from the leased premises during said month. Tenant shall
also  furnish  to  Landlord within thirty (30) days after the expiration of each
lease  year  a  complete statement, certified by an independent certified public
accountant  employed by Tenant, or by Tenant's financial officer (if Tenant is a
publicly  traded  corporation),  showing  in all reasonable detail the amount of
Gross  Sales made by Tenant in, on or from the leased premises during such lease
year.  Tenant  shall cause and require all of its concessionaires or subtenants,
if  any,  to  furnish  statements  at  the times and in the form required herein
relating  to  their  operations  within  the  leased  premises.  All Gross Sales
statements  to  be supplied by Tenant to Landlord shall be in such form and with
such  detail  as  Landlord  shall  reasonably  deem  necessary.

                                ARTICLE 4. AUDIT

     SECTION  4.01.  RIGHT  TO EXAMINE BOOKS. Landlord shall have the right from
time  to  time  and  upon  at least ten (10) days notice to examine the Tenant's
books,  records  and  accounts  of  Gross Sales in order to verify the amount of
annual  Gross  Sales  made  by  the  Tenant  in  and  from  the leased premises.
                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  4.02. AUDIT. Landlord may at any reasonable time. and from time to
time upon at least ten (10) days prior written notice to Tenant cause a complete
----
audit  to  be made of Tenant's entire books and records relating  to Gross Sales
(including  the books and records of any concessionaire, subtenant or licensee).
If  such  audit  shall  disclose  that  Tenant's  statement of Gross Sales is at
variance to the extent of two percent (2%) or more. Tenant shall pay to Landlord
within  ten  (10)  days after demand the cost of such audit. Any Percentage Rent
found due and owing as a result of any audit shall be immediately paid by Tenant
to  Landlord  with  interest  pursuant  to  Section  30.18  from 6t the date the
deficiency  in  Percentage Rent was properly due and payable to Landlord. In the
event,  upon  audit, there is a variance of reported Gross Sales by four percent
(4  %)  or  more  in  one  lease  year,  or  (ii)  two  percent  (2%)  or





                                        7

<PAGE>

more  in  two  (2)  consecutive lease years, Landlord reserves the right, at its
sole  option,  to  declare Tenant in default, without further notice or right to
cure,  and  to  exercise any or all of its remedies and rights under Article 19.

                                                  SEE ATTACHED RIDER FOR INSERTS

                   ARTICLE 5. CONSTRUCTION OF LEASED PREMISES

     SECTION 5.01. CONSTRUCTION OF LEASED PREMISES. Landlord shall construct the
leased  premises  substantially  in  accordance  with  the  work  described  as
"Landlord's  Work"  in Exhibit "C" attached hereto and made a part hereof. It is
expressly  agreed  that  Landlord's  Work  shall  be  limited  to  the  scope of
construction  delineated  as Landlord's Work in said Exhibit "C" and shall in no
event include the performance, procurement and/or installation of those items of
work,  fixtures  and  equipment  which  are  to  be  performed,  procured and/or
installed by Tenant, at Tenant's expense, and which are hereinafter described as
Tenant's  Work  in  Exhibit  "C"  attached hereto and made a part hereof. If (i)
Landlord shall have not commenced construction of the Shopping Center and/or the
building of which the leased premises forms a part within two (2) years from the
date  of  this  Lease,  or  (ii) the leased premises are not delivered to Tenant
within  three (3) years from the date of this Lease, then for a period of thirty
(30) days following the expiration of the period described in (i) and (ii) above
Tenant shall have the option, and for forty-five (45) days following such period
Landlord shall have the option, to cancel and terminate this Lease upon at least
thirty  (30)  days  prior  written notice to the other party and, in such event,
this  Lease shall thereafter be null and void and of no further force or effect,
and  any  money  or security deposited hereunder shall be returned to Tenant and
thereafter  neither  party shall have any further liability to the other, either
for  damages  or  otherwise, by reason of such cancellation as though this Least
had  not  been executed in the first instance. Under no circumstances, except as
provided  in  the  immediately  preceding sentence, shall Tenant be permitted to
rescind  or  terminate  this Lease, and under no circumstances shall Landlord be
liable to Tenant in damages for any delay in commencing or completing the leased
premises,  or  for  a total failure to complete same or for a failure to deliver
same  in  the  condition  provided  for  in  this  Lease.

     SECTION  5.02.  DELIVERY  OF  POSSESSION.  Upon  substantial completion (as
hereinafter  defined) of Landlord's Work in the leased premises, Landlord, by at
least  five  (5) days prior written notice to Tenant setting forth the date upon
which  Landlord's  Work  is,  or will be, substantially completed, shall deliver
possession of the leased premises to Tenant, which date shall be the delivery of
possession  date.  As  used  herein,  "substantial  completion"  shall  mean the
completion  of  the  Landlord's  Work  to  an  extent  sufficient  to permit the
commencement  of  construction  of  all  or  part of Tenant's Work in the leased
premises  (except  for finishing operations, including items of work necessarily
waiting the performance of Tenant's Work), as determined by Landlord's architect
or  construction  personnel.

     SECTION  5.03.  CHANGES AND ADDITIONS. Neither the site plan (Exhibit " A")
nor  any  additions  thereto shall be deemed to be a warranty, representation or
agreement  on  the  part  of  the  Landlord that the Shopping Center or regional
development  will  be constructed or located exactly as indicated on said plans.
Landlord  hereby  reserves  the right at any time, and from time to time, (a) to
increase, reduce or change the number, size, height, layout, or locations of the
buildings,  walks,  parking  and/or  other  common  areas  and facilities now or
hereafter forming a part of the regional development in any manner whatsoever as
Landlord  may,  from  time  to  time,  deem  proper,  (b) to make alterations or
additions  to,  and  to  build  additional  stories on the building in which the
leased  premises  are  located  and  to  buildings  adjoining  the  same, (c) to
construct  other  buildings  and  improvements  in  the  Shopping  Center or the
regional  development, and to reinforce, relocate or enlarge the Shopping Center
or  the  regional  development  and  to  make  alterations  therein or additions
thereto, and to build additional stories on any building or buildings within the
Shopping  Center or the regional development, and to build adjoining thereto and
to  construct decks or elevated parking facilities. and (d) to sell or lease any
part  of the land comprising the regional development, as said land is described
on  Exhibit "B', for the construction thereon of a building(s) to be occupied by
a department store(s) or a Major Tenant(s) which may or may not be a part of the
Shopping  Center,  and  (e)  to  change, modify, or abolish any off-site utility
serving the regional development. Tenant consents to the exercise by Landlord of
the  rights  set forth in this Section 5.03 and agrees that the exercise of such
rights  shall  not  diminish  Tenant's  obligations  under  this  Lease.

                             ARTICLE 6. TENANTS WORK

     SECTION  6.01.  TENANT'S  WORK. Tenant agrees, prior to the commencement of
the  term  of  this  at  Tenant's  sole cost and expense, to perform all work of
whatever  nature in accordance with Tenant's obligations forth in Exhibit "C" as
"Tenant's  Work".  Tenant  shall prepare and submit to Landlord store design and
working  drawings  of Tenant's Work with respect to the leased premises prepared
in  the manner and within the time periods specified in Exhibit "C". No material
deviations  from  the  final plans and specifications, once approved by Landlord
shall be permitted. Landlord's review of Tenant's plans and specifications shall
not  constitute  the  assumption  of  any  responsibility  by Landlord for their
accuracy  or  sufficiency.  and  shall  in no event create an express or implied
confirmation  that Tenant's design and/or working drawings have been prepared in
accordance  with  the  requirements  of  applicable  laws, codes, ordinances and
regulations,  and  Tenant  shall  be  solely  responsible  with  respect  to all
necessary  compliance with laws, codes, ordinances and regulations. In the event
Tenant's  plans  and  specifications,  in  the  sole  judgment  of  Landlord  or
Landlord's  architect, are incomplete, inadequate or inconsistent with the terms
of this Lease and/or do not conform to the standards of design, motif, decor and
quality  established  or  adopted  by  Landlord  and/or  would tend to create an
imbalance  with or be incompatible with adjoining premises, and/or would subject
Landlord  to additional costs or expenses in the performance of Landlord's Work,
and/or  would  provide for or require any installation or work which is or might
be  unlawful or create an unsound or dangerous condition or adversely affect the
structural  soundness  of  the leased premises or the building of which the same
forms a part, and/or would interfere with the use and enjoyment of any adjoining
space  in  the  building  in  which  the  leased  premises are located, then, in





                                        8

<PAGE>

the  event Landlord determines that Landlord and Tenant are unable to agree upon
store  design  drawings and, or working drawings Landlord shall have the option,
upon ten (10) days' written notice to Tenant to declare this Lease null and void
and  of  no further force and effect, in which event this Lease shall terminate,
but  Tenant  shall remain liable for all obligations arising during the original
stated term as provided in this Lease. All work performed by Tenant shall comply
with such rules and regulations as Landlord and its representatives may make. It
is  further understood and agreed that: Landlord shall have no responsibility or
liability  whatsoever  for  any  loss of, or damage to, any fixtures, equipment,
merchandise,  or  other  property  belonging to Tenant, installed or left in the
leased premises. Tenant shall obtain at its sole cost and immediately thereafter
furnish to Landlord all certificates and approvals with respect to work done and
installations  made  by  Tenant  that  may  be  required  for  the issuance of a
certificate  of  occupancy  for the leased premises, so that such certificate of
occupancy shall be issued and the leased premises shall be ready for the opening
of  Tenant's  business  on  the  Commencement  Date.  Upon  the  issuance of the
certificate  of  occupancy, a copy thereof shall be immediately delivered to the
Landlord.  Tenant  hereby  expressly  agrees  that the entry or occupancy of the
leased  premises  by  Tenant or Tenant's agents or contractors prior to the date
herein fixed for the commencement of the term of this Lease shall be governed by
and  shall  be  subject  to  all  of the terms and provisions of this Lease, and
Tenant  shall  observe  and  perform  all  its  obligations  under  this  Lease,
including,  without  limitation,  its  obligation  to  pay charges for temporary
water,  heating,  cooling, lighting, insurance and other charges pursuant to the
provisions  of  Exhibit  "C", but excepting its obligations to pay Minimum Rent,
Percentage  Rent, Taxes, common area maintenance expenses and annual promotional
charge,  from  the  date  upon  which  the leased premises are made available to
Tenant  for its work (or from the date when Tenant commences to perform Tenant's
Work,  if  earlier)  until  the  actual  commencement  of the term of this Lease
pursuant  to  Section  1.02 hereof. From and after delivery of possession of the
leased  premises  to Tenant, Tenant shall be obligated to complete Tenant's Work
in  the leased premises, and to cause Tenant's trade fixtures and merchandise to
be  installed  and  stocked  in  the  leased  premises  and be ready to open for
business  as  provided in Section 1.02 hereof. The opening by Tenant of Tenant's
business  in  the  leased  premises shall constitute an acknowledgment by Tenant
that  Landlord  has  performed all of Landlord's Work with respect to the leased
premises.
  -------

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  6.02.  TIME OF THE ESSENCE. Time is of the essence with respect to
Tenant's  performance  of each of the provisions concerning construction and the
opening  of  the  leased premises for business. If Tenant fails or omits to make
timely  submission  to  Landlord  of any plans or specifications or unreasonably
delays in the correction or revision of the same, or in commencing to perform or
performing  or  completing  Tenant's Work, or interferes with the performance of
Landlord's  Work, Landlord, in addition to any other right or remedy it may have
at  law  or in equity, may pursue any one or more of the following remedies: (a)
until  Tenant shall have commenced Tenant's Work. Landlord may give Tenant a ten
(10)  day  written notice stating that if a specified failure, omission or delay
is not cured by the date therein specified, this Lease shall be deemed cancelled
and terminated, and if such notice shall not be complied with, this Lease shall,
on  the  date  therein  stated,  ipso  facto be cancelled and terminated without
prejudice  to  Landlord's  rights hereunder; or (b) Landlord, may, after written
notice of its intention to do so at Tenant's cost and expense including, without
limitation,  expense  for  such  overtime  as  Landlord's  architect  may  deem
necessary,  proceed  with  the  completion  or  revision  of  any  such plans or
specifications  or  the  construction  of Tenant's Work, as the case may be, and
such  performance  by  Landlord  shall  have the same effect hereunder as if the
desired  plans, specifications, work or other action by Tenant had been done, as
herein  required.  Tenant  shall  pay to Landlord upon demand as additional rent
hereunder,  the cost to Landlord of completing the leased premises, exclusive of
the  Landlord's  Work; or (c) Landlord may treat such failure, omission or delay
on  the  part  of Tenant as an event of default within the meaning of Article 19
hereof.  In exercising any of the remedies hereinabove set forth, Landlord shall
be  entitled  to  retain  and have recourse to any bond, escrow deposit, advance
rent  or  security  deposit  previously deposited by Tenant under this Lease. If
Tenant  intends  to  claim that Tenant's Work is delayed or about to be delayed,
because  of  Landlord's  Work or the act of Landlord's architect or contractors,
and  as  a  condition  precedent  of Tenant claiming or relying upon such delay,
Tenant  shall, within twenty-four (24) hours after such delay notify Landlord in
writing  thereof.



                    ARTICLE 7. CONDUCT OF BUSINESS BY TENANT

     SECTION  7.01.  USE  OF  LEASED PREMISES. Tenant shall continuously use and
occupy  the leased premises during the term of this Lease solely for the purpose
of  conducting  the  business  specifically  described in the Data Sheet (herein
referred  to  as  "Permitted  Use") and for no other purpose or purposes. If any
governmental  or  permit  shall be required for the proper and lawful conduct of
Tenant's  business  or other activity carried on leased premises or if a failure
to  procure such a license or permit might or would, in any way adversely affect
Landlord  or  the  Shopping Center, then Tenant, at Tenant's expense. shall duly
procure  and  thereafter maintain such license or permit and submit the same for
inspection by Landlord. Tenant, at Tenant's expense, shall, at all times, comply
with  the  requirements  of  each  such  license  or  permit.

     SECTION  7.02.  OPERATION  OF  BUSINESS.  (a) Tenant agrees to continuously
operate its business in the entire area of the leased premises during the entire
term  of  this  Lease  and  to conduct. its business at all times in a reputable
manner,  maintaining  at  all  times  a  full  staff of employees and a full and
complete  stock of seasonable merchandise. Tenant shall keep the leased premises
open  for  business  in  good  faith and in a lawful manner during, all days and
hours  established by Landlord. Landlord shall establish the days and hours upon
notice  to  Tenant, but Landlord shall have the right to make such changes as it
deems  necessary  and desirable. In the event the maximum hours during which the
Shopping  Center  is legally permitted to be open to the public are regulated by
any  lawful  authority,  then Landlord shall be the sole judge of which days and
hours shall be the Shopping Center business days and hours. Tenant shall install
and  maintain  at  all times a display of merchandise in the display windows, if
any,  of  the  leased  premises  and shall keep the same well-lighted during all
hours  that  the  Shopping  Center  is  open  to  the  general






                                        9

<PAGE>

public and at least one-half hour thereafter, and during such other hours as may
be  reasonably  designated  by  Landlord.  Tenant shall promptly comply with all
laws  and  ordinances and lawful orders and regulations affecting the local laws
in  effect from time to time prohibiting discrimination or segregation by reason
of  race,  color,  creed,  age,  religion, sex, or national origin.  No auction,
liquidation, going out of business, fire or bankruptcy sales may be conducted in
the  leased  premises.  Tenant's  sales  practices  shall be consistent with the
standards and practices generally acceptable in enclosed value-oriented regional
retail shopping centers.  Tenant agrees that it will conduct its business in the
leased  premises  in  a lawful manner and in good faith, and will not do any act
tending  to  injure  the  reputation  of  the  Shopping  Center as determined by
Landlord.   Tenant  shall  not  sell  or  display  any paraphernalia used in the
preparation  or consumption of controlled substances.  In the event Landlord has
approved  Tenant remaining open for business after normal Shopping Center hours,
then  such  approval  shall be conditioned upon Tenant paying for all additional
costs  incurred  by Landlord as a result thereof.  Tenant shall not permit noise
or  odors  in  the  leased premises which are objected to by  Landlord, and upon
written  notice  from  Landlord,  Tenant shall immediately cease and desist from
causing  such  noise  or odor, and failing of which Landlord may deem the same a
material  breach  of  this  Lease.  Tenant shall not permit the operation of any
coin  operated  or  vending  machines  or pay telephones on the leased premises,
other  than  in areas reserved solely for the use of Tenant's employees.  Tenant
shall  not  use the areas adjacent to the leased premises for business purposes.
Tenant  agrees  that  all receiving and deliver of goods and merchandise and all
removal  of  merchandise, supplies, equipment, trash and garbage and all storage
of  trash  and  garbage  shall  be  made only by way of or in the areas provided
therefor  by Landlord.  Tenant shall not use or permit the use of any portion of
the  leased  premises as sleeping apartments, lodging rooms, or for any unlawful
purposes.  No  radio or television or similar devise shall be instilled exterior
to  the  leased  premises and no aerial shall be erected on the roof or exterior
walls  of  the building in  which the leased premises are located.  Landlord may
direct  the  use  of  all  pest  extermination and scavenger contractors at such
intervals  as  Landlord  may  require.

                                                  SEE ATTACHED RIDER FOR INSERTS










     SECTION  7.03.  CARE  OF  LEASED PREMISES. (a) Tenant shall keep the leased
premises  (including  the service areas adjacent to the leased premises, display
windows  and signs) orderly, neat, safe and clean and free from rubbish and dirt
at  all times and shall store all trash and garbage only in the areas designated
by  Landlord  for such storage and accumulation. Tenant shall not burn any trash
or  garbage  at  any  time  in  or about the building.  Tenant shall comply with
codes,  ordinances  and  lawful  orders  of  municipalities  having jurisdiction
governing  trash  and storage and removal. Landlord may direct the use by Tenant
at  Tenant's  expense  of  all  trash  removal  contractors at such intervals as
Landlord  may require. If Landlord shall provide or contract for any services or
facilities  for  trash  removal or compaction, then Tenant shall be obligated to
use  the  same  and  shall  pay  a  proportionate share of any and all costs and
expenses  thereof.  Tenant's  proportionate  share  shall  be  determined,  at
Landlord's  option,  either  (i)  as  a  fraction, the numerator of which is the
square  footage  of  floor  area  in the leased premises, and the denominator of
which  is the square footage of constructed gross leased and occupied floor area
in  the  Shopping  Center,  or  (ii)  on  the  basis  of  a separate metering or
monitoring  of  Tenant's  use  of  such  services  or  facilities.  Tenant's
proportionate share of such costs and expenses for each least year shall be paid
in  advance,  in  equal monthly installments, in the same manner and at the same
time  as  monthly  Installments  of  Minimum  Rent are payable hereunder without
deductions  or  diminution  of any kind, based on an amount estimated in advance
from  time  to  time  by  Landlord.

                                                  SEE ATTACHED RIDER FOR INSERTS

     (b)  0ENJ  Corporation, Inc. and N.J. MetroMall, LLC entered into a consent
decree  with  the New Jersey Department of Environmental Protection ("NJDEP") to
remediate and clean up the site on which the regional development is located, in
the  case  NJDEP  v.  OENJ Corporation, Incet al., Case No. 96-3276 (DRD) (U.S.
District  Court  for the District of New Jersey) ("Consent Decree"). The Consent
Decree  was approved by Order of the U.S. District Court for the District of New
Jersey on October 29. 1996. A "No Further Action Letter" is expected from  NJDEP
upon  the completion of certain remedial activities, the plan for which has been
approved  by  NJDEP.  The





                                       10

<PAGE>


Consent  Decree,  as modified, extends contribution protection and covenants not
to  sue  to  future  lessees  at  the  site  provided the future lessees execute
certifications  that  they  did not contribute to the contamination at the site.
This  certification is set forth in Exhibit "G" (herein "Certification"), a copy
of  which  is  attached to this Lease and made a part hereof.  All tenants which
execute  the  Certification  in  the  form  set  forth  in  Exhibit "G" shall be
beneficiaries  of  the  Consent  Decree,  including the covenant not to sue from
NJDEP  and the protection from contribution actions under CERCLA, as provided in
42  U.S.C.  9613(f)(2).

     (c)     Tenant hereby takes the leased premises subject to the restrictions
of the Consent Decree (as herein defined) and agrees to comply with all, and not
to  violate  any,  of  the  conditions  of  the  Declaration  of  Environmental
Restrictions  required  by,  and as defined, by the Consent Decree.  Pursuant to
the  Consent  Decree,  Landlord  must require all leases with tenants to contain
language  granting  the NJDEP, its agent and employees, the right to have access
to  the  leased premises, at reasonable times, for the purpose of performing the
NJDEP  pursuant  to the aforementioned right to enter, except for damage or loss
caused  by  the  negligence  or  malfeasance of Landlord, the underlying lessor,
their  respective  agents or employees if such damage or loss is not required to
be  insured  against  by  Tenant  pursuant  to  Article  11.

     SECTION  7.04.  RADIUS.     From  and  after  the  date  of  this Lease and
continuing throughout the term of this Lease, in the event Tenant or any person,
form  or  corporation who or which controls, is under common control with, or is
controlled  by  Tenant shall directly or indirectly, either individually or as a
partner  or  stockholder  or  otherwise,  own,  operate,  or  become financially
interested  in any similar or competing business within a radius of    _________
miles from the Shopping Center (the "Area"), then the Gross Sales (as defined in
this  Lease)  of  any  such  business  or  businesses  within said Area shall be
included  in  Tenant's  Gross  Sales  made  from  the  lease  premises  and  the
Percentage Rent hereunder shall be computed upon the aggregate of Tenant's Gross
Sales made from the leased premises and by any such other business or businesses
then  conducted within said Area.  This Section 7.04 shall not apply to any such
business or business which are open and are being operated by Tenant within said
Area  on  the  date  of  full  execution  of this Lease, If Tenant fails to made
payments  required  pursuant  to  this  Section  7.04,  Landlord  or  Landlord's
authorized  representative or agent shall have the right at all reasonable times
during  the  term  hereof  and  for  a  period  of  a  least (2) years after the
expiration of the tem of this Lease, to inspect, audit, copy and/or make extract
of  the  books,  source documents, records and accounts pertaining to such other
business  based  upon  Tenant's  Gross  Sales  in  the  leased premises, and the
additional  Percentage Rent generated from the inclusion of such estimated sales
and tenant's Gross Sales shall be deemed additional rent to be paid by Tenant in
accordance  with  the  provisions  of  this  Lease.
                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  7.05.  STORAGE,  OFFICE SPACE.  Tenant shall store or stock in the
lease premises only such goods, wares and merchandise as Tenant intends to offer
for  sale  at  retail  at, inn from or upon the leased premises.  This shall not
preclude  occasional emergency transfers of merchandise from the other stores of
Tenant,  if  any,  not  located  in  the  Shopping Center.  Tenant shall use for
office,  clerical,  or  other non-selling purposes only such space in the leased
premises  as  is  from time to time reasonably required for Tenant's business in
the  leased  premises.  Tenant  shall  not  store  anything  in  service or exit
corridors.

                                                  SEE ATTACHED RIDER FOR INSERTS



                            ARTICLE 8.  COMMON AREAS

     SECTION  8.01.  OPERATION  OF COMMON AREAS.     Landlord agrees to cause to
be  operated,  managed  and maintained during the terms of this Lease all common
areas within the Shopping Center.  The manner in which such areas and facilities
shall  be maintained, managed and operated, and the expenditure therefore, shall
be  at  the  sole  discretion  of  the  Landlord  and  the use of such areas and
facilities shall be subject to such reasonable regulations and rules as Landlord
shall  make  from  time  to  time.


     SECTION 8.02. TENANT'S PRO RATA SHARE OF EXPENSES. (a) Tenant agrees to pay
to  Landlord  in  the  manner hereinafter provided, but not more often than once
each  calendar  month, Tenant's proportionate share of all costs and expenses of
every  kind  and  nature  paid  or  incurred by Landlord in operating, managing,
equipping,  lighting,  heating, air conditioning, providing sanitation and sewer
and  other  services,  providing  a  music  and public address system, insuring,
repairing,  replacing  and  maintaining  the  (i) common areas; (ii) foundation,
exterior  walls  and  roofs  within  the Shopping Center; (iii) all other areas,
facilities  and  buildings  used  in  connection  with  the  maintenance  and/or
operation  of  the  regional  development whether located on or off the regional
development and such costs and  expenses shall include but not be limited to the
costs  and expenses described in the attached Exhibit "E" and an amount equal to
fifteen  percent  (15 %) of the total of all of the foregoing costs and expenses
as  Landlord's  administrative  fee.  Services  performed  may be by Landlord or
related  companies  or  by  third  party contractors. The Tenant's proportionate
share shall be a fraction computed on the basis that the square footage of floor
area  in  the  leased  premises bears to the square footage of constructed gross
leased  and  occupied  floor  area  in the Shopping Center. The gross leased and
occupied  floor  area in effect for the whole of any lease year or partial lease
year  shall be the average of the gross leased and occupied floor area in effect
on  the  first  day  of  each calendar month in such lease year or partial lease
year.  Prior  to the proration and determination of Tenant's proportionate share
of  the  foregoing  costs  and  expenses  as  provided  in






                                       11

<PAGE>
this Section, there shall be deducted from the total thereof all amounts paid to
Landlord  by  any  Major  Tenant  toward  such  cost  and  expenses.

                                                  SEE ATTACHED RIDER FOR INSERTS

     (b)     Tenant's  proportionate  share  of such costs and expenses for each
calendar year and partial calendar year shall be paid in monthly installments of
the  first  (1st) day of each calendar month, in advance, in an amount estimated
by  Landlord from time to time in the same manner as the monthly installments of
Minimum Rent are payable hereunder without deduction offset or diminution of any
kind.  Subsequent  to  the  end  of  each  calendar yeas, Landlord shall furnish
Tenant  with  a  statement  of the actual amount of Tenant's proportion share of
such  costs  and  expenses  for such period.  If the total amount paid by Tenant
under  this  section  for any calendar year shall be less than the actual amount
due  from  Tenant  for such year as shown on such statement, Tenant shall pay to
Landlord  the difference between the amount paid by Tenant and the actual amount
due, such deficiency to be paid within thirty (30)  days after the furnishing of
each  such  statement,  and if the total amount paid by Tenant hereunder for any
such  calendar  year  shall  exceed  such actual amount due from tenant for such
calendar  year,  such  excess shall be credited against the next installment due
from  Tenant  to  Landlord  under  this  Section  8.02.

     SECTION  8.03.  COMMON  AREAS.   As  used  in  this Lease, the term "common
areas"  shall mean (i) the following areas within the regional development:  the
parking areas and facilities, roadways, pedestrian sidewalks, truckways, loading
docks,  delivery  areas,  landscaped  areas,  the  enclosed  mall, elevators and
escalators  and  stairs  and  ramps  not  contained  in  the lease areas, public
bathrooms  and  comfort  stations,  pedestrian plazas, pedestrian passage areas,
driveways,  public  transportation loading and unloading facilities, service and
fire  exit  corridors,  retention  ponds  (  if  applicable)  and  other  areas,
amenities,  facilities and improvements which may be provided by Landlord,  (ii)
those  areas  within the regional development and areas adjacent to the regional
development  which from time to time may be provided by the owners of such areas
for  the convenience and use of Landlord, the tenant of the Shopping Center, the
owners  and  occupants  of  Major  Tenant  premises,  and  their  respective
concessionaires,  agents, employees, customers, invitees and all other licensees
and  others  entitled  to  use thereof, and (iii) any other facilities or areas,
whether  within  or  outside  the  regional development, as may be designated by
Landlord  from  time to time.  This use and occupancy by the Tenant of the lease
premises  shall  include the use of the common areas in common with the Landlord
and  with all others for whose convenience and use the common areas have been or
may  hereafter  be  provided  by  Landlord  or by the owners of common areas not
within  the  Shopping Center, subject, however, to rules and regulations for the
use  thereof  as  prescribed  from  time  to  time  by  the  Landlord, including
Landlord's  right to impose parking charges whether by meter or otherwise.    In
no  event,  however, shall Tenant, its agents or employees, use the common areas
for  the  display  or  sale of merchandise.  Tenant and its employees shall park
their  cars only in areas specifically designate d from time to time by Landlord
for  that  purpose.  Landlord  will  designate  and area for Tenant's employees'
parking  and  Tenant covenants that it will enforce the parking by its employees
in such designated area.  Automobile license numbers of employees' cars shall be
furnished  to  Landlord  upon Landlord's request.  Tenant authorized Landlord to
attach  violation  stickers  or  notices  to  and  to tow away from the regional
development  all  such  cars of Tenant's employees as are improperly parking and
agrees  to  reimburse Landlord for the cost thereof, and to pay the Landlord the
sum  of  Fifty  Dollars  ($50.00)  per  day per car for each such car improperly
parked.  Landlord  may  at  any  time close  temporarily any common area to make
repairs  or changes, to prevent the acquisition of public rights in such area or
to  discourage  non-customer  parking;  and may do such other acts in and to the
common  areas  as  in  its  judgment may be desirable to improve the convenience
thereof.  All common areas and facilities, other than the leased premises, which
Tenant  may be permitted to use and occupy pursuant to this Lease are to be used
and  occupied  under  a  revocable  license,  and if the amount of such areas be
diminished  pursuant  to  this  Lease,  Landlord  shall  not  be  subject to any
liability  nor  shall  Tenant  be  entitle  to any compensation or diminution or
abatement  of rent, nor shall diminution of such areas be deemed constructive or
actual  eviction.


                        ARTICLE 9.  ALTERATIONS AND SIGNS

     Section 9.01.    INSTALLATION BY TENANT.  Tenant shall not make or cause to
be  made any alterations, additions, or improvements  to the leased premises, or
install or cause to be installed any exterior signs, floor covering, interior or
exterior  lighting,  plumbing  fixtures, shades, canopies or awnings or make any
changes  to the storefront, electronic detection devises, mechanical, electrical
or  sprinkler  systems  without the proper written approval of Landlord.  Tenant
shall present to the Landlord plans and specifications for such work at the time
approval  is  sought.

     SECTION  9.02.  REMOVAL BY TENANT.  All alterations, decorations, additions
and improvements made by Tenant shall be deemed to have attach  to the leasehold
and  to  have become the property of Landlord upon the expiration or termination
of  this  Lease, and upon termination of this Lease or any renewal term thereof,
the  Tenant  shall  not  remove any such alterations, decorations, additions and
improvements,  except  that trade fixtures  installed by Tenant may be remove if
all  rents  due  herein  are paid in full and Tenant is not otherwise in default
hereunder.

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  9.03   REFURBISHMENT.   During  the  term  of  this  Lease, Tenant
agrees to refurbish (carpet, paint, replace fixtures, etc.)  the leased premises
as needed and required in order to maintain a high quality appearance.  Upon the
expiration  of  one-half  (1/2)  of the term of this Lease, Tenant shall, within
(30)  days  after  direction  from  Landlord, submit drawings and specifications
showing  the  work  performed  by  Tenant  to  completely refurbish the interior
portions  of the lease premises.  Tenant shall not be requires, pursuant to this
Section  9.03  to  reconstruct  the





                                       12



<PAGE>


leased  premises.  The  work  required  of  Tenant  hereunder shall specifically
include work with respect to the following items: wall covering, floor covering,
ceiling,  storefront, storefront sign, and surfaces visible to customers. Tenant
will  cause  such work to be performed not later than ninety (90) days following
the  date of Landlord's direction in accordance with drawings and specifications
approved  by Landlord specifying the refurbishing work to be done by Tenant. All
such  work shall be carried out in accordance with the provisions of this Lease,
including  the  provisions  of  this  Lease governing construction of the leased
premises.

     SECTION  9.04.  SIGNS.  In  accordance  with  Landlord's  sign policies and
criteria set forth in Exhibit `D' attached hereto and made a part hereof, Tenant
shall  affix  a  sign  to  the  exterior surface of the storefront of the leased
premises  fronting  on  the  enclosed mall, and shall maintain said sign in good
condition  and  repair during the term of this Lease. Said sign shall be subject
to  Landlord's  written  approval  as  to dimension, material, color, design and
content  and shall be installed at a location designated by Landlord. Except for
such  sign,  Tenant  will  not  place or cause to be placed or maintained on any
exterior door, wall or window of the leased premises, on the glass of any window
or  door  of the leased premises, within any display windows, or within five (5)
feet  of  the  storefront  leaseline  or  opening, or within any entrance to the
leased  premises,  any  sign  (flashing,  moving,  hanging,  handwritten,  or
otherwise),  decal,  placard,  decoration,  lettering,  or any other advertising
matter  of any kind or description, without Landlord's prior written consent. No
symbol,  design, name, mark or insignia adopted by the Landlord for the Shopping
Center  shall  be  used  without  the  prior  written  consent  of  Landlord. No
illuminated  signs  located  in  the interior of any store and which are visible
from  outside  the  leased premises shall be permitted without the prior written
approval of Landlord. All signs located in the interior of any store shall be in
good taste so as not to detract from the general appearance of the store and the
Shopping  Center.  Tenant agrees to maintain any sign, decoration, lettering, or
other  advertising matter, as may be approved by Landlord, in good condition and
repair  at  all times during the term of this Lease. All of Tenant's signs shall
be  governed  by  the  criteria  set  forth  in  Exhibit  "D"  hereof.

                                                  SEE ATTACHED RIDER FOR INSERTS

                   ARTICLE 10. MAINTENANCE OF LEASED PREMISES

     SECTION 10.01. LANDLORD'S OBLIGATIONS FOR MAINTENANCE. Landlord shall, upon
written  notice  from  Tenant  of  the necessity therefor, keep and maintain the
foundation,  exterior  walls,  and  roof  of  the  building  in which the leased
premises  are located (exclusive of doors, door frames, door checks, windows and
window  frames  which  are  not  part of common area) in good repair except that
Landlord  shall not make any such repairs occasioned by the act or negligence of
Tenant,  its  agents,  employees, invitees, licensees; or contractors, except to
the  extent  that  Landlord is reimbursed therefor under any policy of insurance
permitting  waiver  of  subrogation  in  advance  of loss. Landlord shall not be
called  upon  to  make  any  other  improvements or repairs of any kind upon the
leased  premises  and appurtenances, except as may be required under Articles 17
and  18  hereof,  and  nothing  contained  in  this  Section  10.01  shall limit
Landlord's  right to reimbursement from Tenant for maintenance, repair costs and
replacement  costs  conferred  elsewhere  in  this  Lease.

     SECTION  10.02. TENANTS OBLIGATIONS FOR MAINTENANCE. (a) Except as provided
in  Section  10.01  of this Lease, Tenant shall keep and maintain in good order,
condition and repair (including replacement of parts and equipment if necessary)
the  leased  premises  and  every  part  thereof  and  any and all fixtures, and
equipment  therein  or thereon, and any appurtenances thereto, wherever located,
including,  but  without  limitation,  the  exterior and interior portion of all
doors,  door  frames,  door  checks,  windows,  window  frames,  plate  glass,
storefronts,  all  plumbing and sewage facilities exclusively serving the leased
premises  including  free  flow up to the main sewer line, fixtures. heating and
air  conditioning  systems  and  electrical  systems  and  sprinkler  systems
exclusively serving the leased premises (located in the leased premises), walls,
                               --------
floors  and  ceilings,  signs, and all other repairs, replacements, renewals and
restorations,  interior  and  exterior, ordinary and extraordinary, foreseen and
unforeseen,  structural and nonstructural, and all other work performed by or on
behalf  of  Tenant  pursuant  to  Exhibit  "C"  and  Articles  6  or  9  hereof

                                                  SEE ATTACHED RIDER FOR INSERTS

     (b)     Tenant  shall  keep  and  maintain  the leased premises in a clean,
sanitary  and  safe  condition  in  accordance with the laws of the State and in
accordance  with  all  directions,  rules and regulations of the health officer,
fire marshall, building inspector, or other proper officials of the governmental
agencies  having  jurisdiction,  at  the  sole  cost and  expense of Tenant, and
Tenant  shall  comply  with  all  requirements  of law, ordinance and otherwise,
affecting  the leased premises. If Tenant refuses or neglects to commence and to
complete  repairs  promptly  and  adequately,  Landlord  may,  but  shall not be
required to do so, make and complete said repairs, and Tenant shall pay the cost
thereof  to  Landlord  upon demand. At the time of the expiration of the tenancy
herein, Tenant shall surrender the leased premises in good condition, reasonable
wear  and  tear  excepted.

     (c)  Tenant  shall  keep  the  leased  premises  and all other parts of the
regional  development  free  from  any  and  all  liens  arising out of any work
performed,  materials  furnished  or  obligations  incurred by, or from, Tenant.
Prior  to commencing or causing to be commenced any work on the leased premises,
Tenant shall file a Notice of Commencement (or other similar instrument limiting
lien  rights  related  to Tenant's Work) as provided by applicable law and shall
deliver  a  copy  thereof  to  Landlord.  In  the  event  that any construction,
mechanic's,  materialman's  or other lien or any notice of claim (herein "lien")
is  filed against the leased premises or the regional development as a result of
any  work,  labor,  services  or materials performed or furnished, or alleged to
have  been  performed  or  furnished  to  Tenant or to anyone holding the leased
premises  through  or under Tenant, Tenant, at its expense, shall cause the lien
to be discharged or fully bonded to the satisfaction of Landlord within ten (10)
days  after  written  request  therefor.  If







                                        13

<PAGE>


Tenant  fails  to  discharge  or  bond against said mechanic's, materialman's or
other  lien.  Landlord may, in addition to any other remedies Landlord may have,
but  without obligation to do so, bond against or pay the lien without inquiring
in  to  the  validity or merits of such lien and all sums so advanced, including
reasonable  attorneys' fees incurred by Landlord in defending against such lien,
procuring  the bond or in the discharge of such lien, shall be paid by Tenant on
demand  as  additional  rent.  Tenant shall reimburse Landlord for any costs and
expenses  which  may be incurred by Landlord by reason of the Filing of any such
liens  and/or  the  removal  of  same  and/or  any  court  action  in connection
therewith,  such  reimbursement to be made within ten (10) days after receipt by
Tenant  from  Landlord of a statement setting forth the amount of such costs and
expenses.  The  failure of Tenant to pay any such amount to Landlord within said
ten  (10) day period shall carry with it the same consequences as failure to pay
rent.  In  addition,  Tenant shall replace any bonds posted by Landlord pursuant
hereto  with  a  suitable  bond of equivalent amount within seven (7) days after
Landlord's  demand  therefor. Tenant shall give Landlord at least _______ notice
prior  to  commencing or causing to be commenced any work in the leased premises
(whether  prior to or subsequent to the commencement of the lease term), so that
Landlord  shall  have  reasonable  opportunity  to  file  and  post  notices  of
non-responsibility  for  Tenant's  Work.

                                                  SEE ATTACHED RIDER FOR INSERTS

     (d)  Tenant,  at  its  own  expense,  shall  install  and  maintain  fire
extinguishers  and other fire protection devices as may be required from time to
time  by  any  agency having jurisdiction thereof and the insurance underwriters
insuring  the  building  in  which  the  leased  premises  are  located.

     (e) Tenant agrees to operate its heating and air conditioning units serving
the  leased premises so as to adequately heat and cool the same, as the case may
be,  during  the  regular  business hours of the Shopping Center and to maintain
temperatures  in  the  leased  premises  consistent with the temperatures in the
enclosed  mall so as not to cause any decrease or increase in the temperature in
the  enclosed  mall when the same is being heated or cooled, as the case may be.
Tenant  agrees  to  purchase  and  maintain  throughout the term of this Lease a
maintenance  and  service  contract  from  a Landlord approved qualified service
contractor  to  inspect,  adjust,  clean  and  repair  all  of Tenant's heating,
ventilating and air conditioning equipment, including changing filters. Heating,
ventilating and air conditioning units shall be set for continuous fan operation
during  the  regular business hours of the Shopping Center and such unit dampers
shall  be  adjusted  to  a  minimum  ten  percent  (10%) outside air setting. If
Tenant's  use  of  the  leased premises results in special exhaust requirements,
Tenant  shall  have  the  exhaust  fans  interlocked with the make-up air units.

     (f)  If  Tenant  fails, refuses or neglects to properly maintain the leased
premises  or to commence or complete any of the repairs or replacements required
to  be  made  by  Tenant  hereunder  promptly  and  adequately, Landlord may. in
addition  to  any  other remedy Landlord may have, but shall not be required to,
make  or complete said maintenance, repairs or replacements and Tenant shall pay
the cost and expense thereof, plus a charge of fifteen percent (15%) thereof, to
Landlord  upon  demand  as  additional  rent.

     (g)  Tenant  expressly  waives all rights to make repairs at the expense of
Landlord as provided for in any statute or law in effect during the term of this
Lease.

                       ARTICLE 11. INSURANCE AND INDEMNITY

     SECTION  11.01.  TENANT'S  INSURANCE. (a) Tenant, at Tenant's sole cost and
expense,  shall  obtain  and  maintain in effect commencing with the delivery of
possession  date  and  continuing  throughout  the term of this Lease, insurance
policies  providing  for the following coverage: (i) all risk property insurance
against  fire,  theft, vandalism. malicious mischief, sprinkler leakage and such
additional perils as now are or hereafter may be included in a standard extended
coverage  endorsement  from  time  to time in general use in the State, insuring
Tenant's  merchandise.  trade  fixtures, furnishings, equipment and all items of
personal  property  of Tenant located on or in the leased premises, in an amount
equal  to  not  less  than  eighty  percent  (80%) of the full replacement value
thereof.  Any  and  all  proceeds  of such insurance, so long as the Lease shall
remain  in  effect, shall be used only to repair or replace or pay for the items
so  insured;  (ii) a comprehensive general liability policy, including insurance
naming  Landlord  and  any  mortgagee  of  the  Shopping  Center or the regional
development  as  additional  insureds, protecting against any and all claims for
injury  to  persons  or  property  occurring in or about the leased premises and
protecting  against  assumed  or  contractual  liability  under  this Lease with
respect to the leased premises and the operations of Tenant and any subtenant of
Tenant in on or about the leased premises, with such policy to be in the minimum
amount  of  Two  Million  Dollars  ($2,000.000), single limit coverage, provided
however, that at Landlord's option, such minimum limit may from time to time, be
increased  by  not more than ten percent (10%) per annum, on a cumulative basis,
with  such  increase  to  occur  not more often than once during each lease year
during  the  term  hereof;  (iii)  product  liability  insurance for merchandise
offered  for  sale  or  lease from the leased premises, including (if this Lease
covers  leased premises in which food and/or beverages are sold and/or consumed)
liquor  liability coverage (if applicable to Tenant's business) and coverage for
liability  arising  out of the consumption of food and/or alcoholic beverages on
or  obtained  at  the  leased  premises,  of  not  less than Two Million Dollars
($2,000,000)  per  occurrence for personal injury and death and property damage,
(iv)  workers'  compensation  coverage  as  required by law: (v) with respect to
alterations,  improvements  and  the  like  required  or permitted to be made by
Tenant  hereunder,  contingent  liability and builders risk insurance in amounts
satisfactory  to  Landlord,  and  (vi) the insurance required under Exhibit "C."

     (b)  All  insurance  policies herein to be procured by Tenant shall; (i) be
issued  by insurance companies with an A.M. Best & Company rating of "A-XIII" or
better  and  authorized  to do business in the State; (ii) be written as primary
policy coverage and non-contributing with respect to any coverage which Landlord
may  carry  and that any coverage carried by Landlord shall be excess insurance:
(iii)  insure  and  name  Landlord,  Landlord's  managing  agent.







                                       14

<PAGE>


any  mortgagee  of the Shopping Center and any parties to interest designated by
Landlord  as  additional  insureds,  as  their  respective  interests may appear
(except  with respect to workers' compensation insurance) and (iv) shall contain
an  express waiver of any rights of subrogation by the insurance company against
Landlord,  Landlord's  managing agent and their respective agents, employees and
representatives  which arises or might arise by reason of any payment under such
policy or by reason of any act or omission of Landlord, its agents, employees or
representatives. Neither the issuance policy required hereunder, nor the minimum
limits  specified  herein  with respect to Tenant's insurance coverage, shall be
deemed  to  limit or restrict in any way Tenant's liability arising under or out
of  this  Lease.  With  respect  to each and every one of the insurance policies
herein  required  to  be  procured  by  Tenant, on or before the commencement of
Tenant's  Work  and before nay such insurance policy shall expire,  Tenant shall
deliver  to  Landlord a duplicate original or certified copy of each such policy
or  a  certificate  of the insurer, certifying that such policy has been issued,
providing  the  coverage  required  by  this  Section  and containing provisions
specified  herein, together with evidence of payment of all applicable premiums.
Any  insurance required to be carried hereunder may be carried under evidence of
payment  of  all  applicable  premiums.  Any  insurance  required  to be carried
hereunder  may  be carried under evidence of payment of all applicable premiums.
Any  insurance  required  to be carried hereunder may be carried under a blanket
policy  covering  the  leased  premises and other locations of Tenant.  Each and
every  insurance  policy  required  to  be  carried hereunder by or on behalf of
Tenant  shall provide (and any certificate evidencing the existence of each such
insurance  policy  shall  certify)  that,  unless Landlord shall first have been
given  thirty  (30)  days'  prior  written  notice thereof, the insurer will not
cancel,  materially  change  or  fail  to  renew  the  coverage provided by such
insurance  policy.  The  term "insurance policy"  as used herein shall be deemed
to  include  any  extensions or renewals of such insurance policy.  In the event
that  the Tenant shall fail to promptly furnish any insurance coverage hereunder
required  to be procured by Tenant, Landlord, at its sole option, shall have the
right to obtain the same and pay the premium therefor for a period not exceeding
one (1) year in each instance, and the premium so paid by Landlord together with
and  amount  equal to fifteen percent (15%0 of such premium shall be immediately
due  and  payable  by  Tenant  to  Landlord  as  additional  rent.

     (c)    Tenant shall not carry any stock of goods or do anything in or about
the leased premises with will in any way tend to increase the insurance rates on
the  leased  premises  and/or  the building of which they are a part.  If Tenant
installs  any  electrical  equipment  that  overloads  the  lines  in the leased
premises,  Tenant shall, at its own expense, make whatever changes are necessary
to  comply  with the requirements or the insurance underwriters and governmental
authorities  having  jurisdiction.

     SECTION  11.03.  INDEMNITY     (a)  Tenant  hereby  agrees  to defend, pay,
indemnify and save free and harmless Landlord (and/or any fee owner or ground or
underling lessors of the Shopping Center) its officers, directors, stockholders,
beneficiaries, partners, representatives, agents, and employees from and against
any  and  all  claims,  demands,  fines,  suites,  actions, losses, liabilities,
proceedings,  orders, decrees and judgments of any kind or nature by or in favor
of  anyone  whomsoever  and  from  and  against  any and all costs and expenses,
including  attorneys  fees,  resulting  from or in connection with loss of life,
bodily  or  personal injury, or property damage arising, directly or indirectly,
out  of or from or on account of any occurrence in, upon, at, or from the leased
premises  or  occasioned  wholly or in part through the use and occupancy of the
leased  premises or any improvements therein or appurtenances thereto, or by any
act  or  omission  of  Tenant  or  any  subtenant, concessionaire or licensee of
Tenant, or their respective employees, agents, contractors or invitees in, upon,
at,  or from the leased premises or its appurtenances or any common areas of the
Shopping  Center  complex.

                                                  SEE ATTACHED RIDER FOR INSERTS

     (b)     Tenant  and  all  those  claiming by, through or under Tenant shall
store  their  property  in  and shall occupy and use the leased premises and any
improvements  therein and appurtenances thereto and all portions of the Shopping
Center  complex  solely  at  their  own  risk  and Tenant and those claiming by,
through or under Tenant hereby release Landlord, to the full extent permitted by
law,  from  all claims of every kind, including loss of like, personal or bodily
injury,  damage to merchandise, equipment, fixtures or other property, or damage
to  business  or for business interruption arising directly or indirectly out of
or  from  or  on account of such occupancy and use resulting from any present or
future  condition  or  state  of  repair  thereof.

     (c)     Landlord  shall not be responsible or liable at any time to Tenant,
or  to  those claiming by, through or under Tenant, for any loss of life, bodily
or  personal  injury,  or  damage  to  property  or  business,  or  for business
interruption,  that  may  be  occasioned  by  or  through the acts, omissions or
negligence  of  any  other  persons,  or  any  other tenants or occupants of any
portion  of  the  Shopping  Center.

     (d)     Landlord  shall  not  be  responsible or liable at any time for any
defects,  latent  or otherwise, in any buildings or improvements in the Shopping
Center  or  any  of the equipment, machinery, utilities, appliances or apparatus
therein,  nor  shall  Landlord  be responsible or liable at any time for loss of
like,  injury  or damage to any person or to any property or business of Tenant,
or  those  claiming by, through or under Tenant, caused by or resulting from the








                                       15

<PAGE>


bursting,  breaking,  leaking,  running,  seeping,  overflowing or backing up of
water,  steam,  gas,  sewage,  snow or ice in any part of the leased premises or
caused  by  or resulting from acts of God or the elements, or resulting from any
defect  or  negligence  in  the occupancy, construction, operation or use of any
buildings or improvements in the Shopping Center, including the leased premises,
or  any  of the equipment, fixtures, machinery, appliances or apparatus therein.

     (e)  In  case Landlord, without fault on its part, shall be made a party to
any  litigation  commenced by or against Tenant, then Tenant shall indemnify and
hold  Landlord harmless therefrom and shall pay Landlord all costs and expenses,
including  reasonable  attorneys'  fees  which  Landlord  may  sustain by reason
thereof.

     (f)  Tenant  expressly acknowledges that all of the foregoing provisions of
this  Section  11.03  shall  apply  and become effective from and after the date
Landlord  shall  deliver  possession  of  the  leased  premises  to  Tenant  for
commencement  of  Tenant's  Work  in  accordance  with  the terms of this Lease.

     (g) Notwithstanding the provisions of this Section 11.03, Landlord shall be
responsible  for  its  negligence,  provided,  however,  Landlord is first given
written  notice  and  a  reasonable  time has lapsed without Landlord taking the
corrective  action.

                              ARTICLE 12. UTILITIES

     SECTION  12.01. UTILITIES. Tenant shall be solely responsible for and shall
promptly  pay all charges for all utilities used upon or furnished to the leased
premises  including,  but  not limited to, gas, water, electricity, and sanitary
sewer.  In  the  event, for any reason whatsoever, any particular utility is not
separately metered, then; and in that event, Tenant shall be responsible for its
pro  rata  share  based  upon  the  formula  that  Landlord,  in  its reasonable
discretion,  deems  appropriate.

     SECTION 12.02. ENERGY SHORTAGES. The parties hereto acknowledge that energy
shortages  in  the region in which the Shopping Center is located may, from time
to  time,  necessitate reduced or curtailed operation of the Shopping Center and
the  business  conducted  by Tenant in the leased premises. Tenant agrees to and
shall  comply with such rules and regulations as may be promulgated from time to
time  by the Landlord with respect to energy consumption, provided that the same
apply  uniformly  to all tenants in the Shopping Center, and during such periods
of  time  when,  in the opinion of Landlord, energy shortages so dictate, Tenant
shall  reduce  or curtail business operations in the leased premises as shall be
directed  by  Landlord.  Compliance  with  such  rules  and regulations and such
reduction or curtailment of business operations shall not constitute a breach of
Landlord's  covenant of quiet enjoyment, nor shall the same constitute an actual
or  constructive  eviction  of  Tenant,  or  otherwise invalidate or effect this
Lease,  and  Tenant  shall  not  be  entitled  to  any  diminution, reduction or
abatement  of  rent  during  periods  of  reduction  or  curtailment of business
operations.  Failure  to  keep  and observe said rules and regulations and/or to
reduced  or  curtail  business operations as herein provided shall constitute an
event  of  default  under  Article  19  hereof.

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION 12.03. SPRINKLER CHARGE. Tenant agrees to pay Landlord, as Tenant's
share  of  the  cost  and  expense  of  installing,  maintaining,  repairing and
operating the sprinkler system for the common areas including the mains or feeds
to  leasable  areas  (but  not  including  the  sprinkler system within leasable
areas),  an  annual  sprinkler charge in the amount set forth in the Data Sheet.
Said  annual  sum  shall  be payable by Tenant to Landlord, in twelve (21) equal
consecutive  monthly  installments,  in  advance, on the first (1st) day of each
calendar  month  during  the  term  of  this  Lease.

     SECTION  12.04.  INTERRUPTION  OF  SERVICE. Landlord shall not be liable to
Tenant  for  damages  or otherwise (i) if any utilities shall become unavailable
from  any public utility company, public authority or any other person or entity
supplying  or  distributing  such  utility,  or (ii) for any interruption in any
utility  service (including, but without limitation, any heating, ventilation or
air  conditioning)  caused  by  the  making  of  any  repairs  or  improvements
or  by  any  cause  beyond Landlord's reasonable control, and the same shall not
constitute  a  default.  termination  or  an  eviction.

                                                  SEE ATTACHED RIDER FOR INSERTS


          ARTICLE 13. ESTOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION

     SECTION 13.01. ESTOPPEL STATEMENT. Tenant agrees within ten (10) days after
request  by  Landlord  or  from  any mortgagee under any mortgage or any trustee
under  any  deed  of trust on the real property on which the building containing
the  leased  premises  is located or of which the leased premises are a part, to
execute in recordable form and deliver to Landlord, to the party requesting said
statement  or  to  any  person,  firm  or  corporation designated by Landlord, a
statement,  in  writing,  certifying  (a)  that  this Lease is in full force and
effect, (b) the date of commencement of the term of this Lease, (c) that rent is
paid currently without any offset or defense thereto, (d) The amount of rent, if
any.  paid  in  advance,  (e)  whether  the  Lease has been modified and, if so,
identifying the modifications, (f) that there be no uncured defaults by Landlord
or stating in detail those claimed by Tenant, and (g) any other matters relating
to  the status of this Lease provided, that in fact, such facts are accurate and
ascertainable.

     SECTION 13.02. AT'TORNMENT. Tenant understands and hereby acknowledges that
the  Landlord herein is the lessee under the Master Lease and that this Lease is
subject  and subordinate to such Master Lease and any amendments thereto. Tenant
covenants  and  agrees  that  if,  by reason of any default upon the part of the
Landlord  herein  as  lessee  under  such  Master  Lease,  the  Master  Lease is
terminated by summary proceedings, voluntary agreement or as otherwise permitted
or  required  by law, Tenant shall attorn to and recognize the lessor under such
Master  Lease  as




                                       16

<PAGE>



Tenant's  landlord  under  this  Lease. The provisions of this Section 13.02 are
automatically  effective  without  the  necessity  of  further action by Tenant,
Landlord  or  the  lessor  under  the Master Lease. Tenant agrees to execute and
deliver  at any time, upon request of Landlord or of the lessor under the Master
Lease  or of any person. firm or corporation which shall succeed to the interest
of Landlord or of such lessor, an instrument to evidence such attornment. Tenant
waives  the  provisions  of  any  law  now or hereinafter in effect or any other
provision of this Lease which may give Tenant any right of election to terminate
this  Lease  or to surrender possession of the leased premises in the event that
any  proceeding  is  brought  by the lessor under such Master Lease to terminate
such  Master  Lease  or  in  the  event  that  any  proceeding is brought by any
mortgagee  to  foreclose  any mortgage affecting the fee title to, or Landlord's
interest  in,  the  leased  premises  or  the  Master  Lease.  In  the event any
proceedings  are  brought  for  the  foreclosure  of,  or  in  the  event of the
conveyance by deed in lieu of foreclosure of, or in the event of exercise of the
power  of sale under any mortgage made by Landlord covering the leased premises,
or  in  the event Landlord sells, conveys or otherwise transfers its interest in
the  Shopping Center or any portion thereof containing the leased premises, this
Lease  shall  remain  in full force and effect and Tenant hereby attorns to, and
covenants and agrees to execute an instrument in writing reasonably satisfactory
to  the  new  owner  whereby  Tenant  attorns  to such successor in interest and
recognizes  such  successor  as  the  Landlord  under  this  Lease.

     SECTION  13.03.  SUBORDINATION. Tenant agrees that this Lease shall, at the
request of the Landlord, be subordinate to any first mortgages or deeds of trust
that  may  hereafter  be  placed  upon  the  leased  premises and to any and all
advances  to  be made thereunder, and to the interest thereon, and all renewals,
replacements  and extensions thereof, provided the mortgagee or trustee named in
said  mortgages  or  deeds  shall  agree to recognize the Lease of Tenant in the
event  of  foreclosure  if Tenant is not in default. Tenant also agrees that any
mortgagee  or  trustee may elect to have this Lease a prior lien to its mortgage
or  deed  of  trust, and in the event of such election, and upon notification by
such  mortgagee  or trustee to Tenant to that effect, this Lease shall be deemed
prior in lien to the said mortgage or deed of trust, whether this Lease is dated
prior  to  or  subsequent to the date of said  mortgage or deed of trust. Tenant
agrees,  that upon the request of Landlord, any mortgagee or any trustee, Tenant
shall  execute  whatever  instruments may be required to carry out the intent of
this  Section.

     SECTION  13.04. REMEDIES. Failure of the Tenant to execute any statement or
instruments  necessary  or  desirable  to effectuate the foregoing provisions of
this  Article  within  ten (10) days after written request to do so by Landlord,
shall constitute a breach of this Lease and the Landlord shall have the right by
not  less  than  ten (10) days notice to Tenant to declare this Lease terminated
and  the term ended, in which event, this Lease shall cease and terminate on the
date  specified in such notice with the same force and effect as though the date
set  forth  in such notice were the date originally m forth herein and fixed for
the  expiration  of  the  term, and Tenant shall vacate and surrender the leased
premises  but  shall  remain  liable  as provided in this Lease. Further, Tenant
hereby  irrevocably  appoints  Landlord  as attorney in fact for the Tenant with
full  power  and  authority to execute and deliver in the name of the Tenant any
such  statements  or  instruments.

                      ARTICLE 14. ASSIGNMENT AND SUBLETTING

     SECTION 14.01. PROHIBITION (a) Notwithstanding any references to assignees,
subtenants,  concessionaires  or  other  similar  entities in this Lease, Tenant
shall  not  (i) assign or otherwise transfer, or mortgage or otherwise encumber,
this  Lease  or  any of its rights hereunder, (ii) sublet the leased premises or
any  part  thereof. Or permit the use of the leased premises or any part thereof
by anyone, or (iii) permit the assignment or other transfer of this Lease or any
of  Tenant's  rights  hereunder  by  operation  of  law.  Any  such attempted or
purported  transfer.  assignment, mortgaging or encumbering of this Lease or any
of  Tenant's  interest  hereunder  and  any attempted or purported subletting or
grant  of  a  right  to use or occupy all or a portion of the leased premises in
violation  of  the  foregoing  sentence,  whether voluntary or involuntary or by
operation  of  law or otherwise, shall be null and void and shall not confer any
rights  upon  any  purported  transferee,  assignee,  sublessee,  mortgagee,  or
occupant,  and  shall,  at  Landlord's  option,  terminate  this  Lease  without
relieving  Tenant of any of its obligations hereunder for the balance the stated
term.  Nothing contained elsewhere in this Lease shall authorize Tenant to enter
into  any  franchise  concession,  license.  permit,  subtenancy,  departmental
operation  arrangements  or the like, except pursuant provisions of this Article
14.  In  the  event that Tenant, notwithstanding the foregoing prohibition, does
assign  or manner transfers this Lease or any estate or interest therein, Tenant
shall  in  no  way be released from any of its obligations under this Lease. The
sale,  issuance,  or transfer of any voting capital stock, of Tenant or Tenant's
Guarantor  or  any corporate entity which directly or indirectly controls Tenant
(if  Tenant or Tenant's Guarantor or such entity be a non-public corporation the
stock  of  which  is  not  traded  on  any  exchange or over the counter), which
results;  in  a change in the voting control of Tenant, or Tenant's Guarantor or
the  corporate  entity  which  directly  or  indirectly controls Tenant shall be
deemed  to be an assignment of this Lease within the meaning of this Section. If
the  Tenant  is  a  partnership or an unincorporated association, then the sale,
issuance  or transfer of a majority interest therein. the transfer of a majority
interest  in  or  a  change  in  the  voting  control  of  any  partnership  or
unincorporated  association or corporation which directly or indirectly controls
Tenant,  or  the  transfer  of  any portion or all of any general partnership or
managing  interest  in Tenant or in any such entity, or any change or conversion
of  Tenant  or of any such entity to a limited liability entity, shall be deemed
to  be  a prohibited assignment of this Lease within the meaning of this Article
14.  The  consent  by Landlord to any assignment, transfer, or subletting to any
party shall not be construed as a waiver or release of Tenant under the terms of
any  covenant  or  obligation  under  this  Lease,  nor  shall the collection or
acceptance  of  rent  from  any such assignee, transferee, subtenant or occupant
constitute a waiver or release of Tenant of any covenant or obligation contained
in  this  Lease.  Violation(s) of the foregoing shall constitute a default under
the  provisions  of  Article  19.

                                                  SEE ATTACHED RIDER FOR INSERTS







                                       17

<PAGE>


     (b)  Without  conferring  any  rights upon Tenant not otherwise provided in
this  Article 14, in the event of an assignment or transfer of Tenant's interest
in  this  Lease,  or a sublease of all or a portion of the leased premises, to a
third  party, any monthly rent or other payment accruing to Tenant as the result
of  any  such  assignment,  transfer,  or  sublease,  including  any lump sum or
periodic  payment  in  any  manner  relating  to  such  assignment, transfer, or
sublease,  which is in excess of the rent then payable by Tenant under the Lease
shall  be  paid  by  Tenant to Landlord monthly as additional rent. Landlord may
require a certificate from Tenant specifying the full amount of any such payment
of  whatsoever nature. Notwithstanding any assignment, subletting or transfer of
this  Lease  or  Tenant's  rights hereunder, Tenant shall remain fully liable on
this  Lease  and  for  the performance of all terms, covenants and provisions of
this  Lease.

     (c)  Any costs and expenses, including attorneys' fees incurred by Landlord
in  connection  with  any proposed or purported assignment, transfer or sublease
shall be borne by Tenant and shall be payable to Landlord as additional rent. It
is  understood and agreed that the restrictions set forth in this Article are of
primary  importance  in  enabling  Landlord to control the mix of tenants in the
Shopping  Center.

                                ARTICLE 15. WASTE

     SECTION  15.01.  WASTE OR NUISANCE. Tenant shall not commit or suffer to be
committed  any waste upon the leased premises, and Tenant shall not place a load
upon  any  floor  of the leased premises which exceeds the floor load per square
foot  area  which  such  floor was designed to carry. Tenant shall not commit or
suffer  to be committed any nuisance or other act or thing which may disturb the
quiet  enjoyment  of any other occupant or tenant of the Shopping Center. Tenant
shall  not use or permit the use of any medium that might constitute a nuisance,
such  as  loud  speakers, sound amplifiers, phonographs, radios, televisions, or
any  other  sound  producing  device  which  will carry sound outside the leased
premises. Tenant agrees that business machines and mechanical- equipment used by
Tenant  which  causes vibration or noise that may be transmitted to the building
or  buildings comprising the Shopping Center or to the leased premises to such a
degree  as  to  be  reasonably  objectionable to Landlord or to any occupants or
tenants  in  the Shopping Center shall be placed and maintained by Tenant at its
expense  in  settings  of  cork.  rubber  or  spring-type  vibration eliminators
sufficient  to  eliminate  such  vibrations  or  noise.

                   ARTICLE 16. TRADE NAME, PROMOTIONAL CHARGE

     SECTION 16.01. TRADE NAME. Tenant agrees (a) to operate its business in the
leased  premises  under  the trade name described in the Data Sheet and under no
other,  so  long  as  the  same  shall  not  be  held  to be in violation of any
applicable  law,  and  (b) not to change the advertised name or character of the
business  operated  in  the  !eased  premises,  and (c) to refer to the Shopping
Center  by  name, ("Jersey Gardens" or such other name as Landlord may designate
from  time  to  time)  in designating the location of the leased premises in all
newspaper  and  other advertising and in all other references to the location of
the  leased  premises;  and  (d)  to include in all of its newspaper advertising
during  the thirty (30) day period prior to the date of the grand opening of the
Shopping Center the designation in bold type that Tenant is opening for business
in  the  Shopping  Center.

     SECTION  16.02. SOLICITATION OF BUSINESS. Tenant and Tenant's employees and
agents  shall  not  solicit  business  in the parking or other common areas, nor
shall Tenant distribute any handbills or other advertising matter in the parking
area  or  other common areas. The foregoing shall also apply to any other person
occupying  the  leased  premises  under  arrangement  with  Tenant.

     SECTION  16.03.  PROMOTIONAL CHARGE. (a) Landlord shall provide or cause to
be  provided  a  program  of  advertising and promotional events which shall, in
Landlord's  judgment,  serve  to  enhance  and promote the regional development.
Landlord  may  establish a promotional service to furnish and maintain promotion
which  in  Landlord's  judgment,  will  benefit  the  regional  development.  In
conjunction  with  such  service,  Landlord may provide a marketing director and
other  personnel and equipment as reasonably required, in Landlord's opinion, to
promote  the  regional development and Landlord shall be reimbursed for all such
costs  and  expenses  out  of  the  promotional  charges  collected each year by
Landlord.  As  Tenant's  share  of  the cost and expense of said advertising and
promotion,  Tenant  shall  pay  to  Landlord an annual promotional charge in the
amount  set  forth  in  the Data Sheet, subject to increases is herein provided.
Said  annual  sum  shall  be  payable by Tenant to Landlord in twelve (12) equal
monthly installments, in advance on the first day of each calendar month without
deduction  or  offset. Failure of Tenant to pay all amounts when due shall carry
the  same  consequences  as  failure  to pay rent. The annual promotional charge
payable  by  Tenant  will  be  adjusted commencing on the February 1 immediately
succeeding  the  Commencement  Date of this Lease, and annually thereafter, by a
percentage equal to the percentage increase from the base period of the Consumer
Price  Index  (to  the respective February 1st or the closest month thereto that
the  Index  is published (but in no event shall Tenant pay less than the minimum
specified  above).  The  term "base period" shall initially refer to the date of
the  grand  opening  of  the  Shopping  Center  (as  determined by Landlord) and
following  the  first  increase  hereunder  shall  refer to the month of January
immediately  preceding  the lease year for which the promotional charge was last
adjusted. Tenant also agrees to pay to Landlord an initial promotional charge in
addition  to  the  foregoing  charge, in the amount set forth in the Data Sheet,
within  ten  (10)  days  after  demand  therefor.

     (b)     Landlord  reserves  the  right  and  option  to  cease  providing
promotional  services and to cause a Merchants Association to be formed. In such
event,  (i) Tenant shall become a member thereof and will maintain membership in







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<PAGE>


good  standing  and  will  abide by the regulations thereof and cooperate in the
activities  of  such  Merchants'  Association during the term of this Lease; and
(ii)  in lieu of payment to Landlord, as above, Tenant shall pay monthly dues to
the  Merchants'  Association,  subject  to  adjustment  as above provided, in an
amount  equal  to  the  monthly  promotional  charge.

                   ARTICLE 17. DESTRUCTION OF LEASED PREMISES

     SECTION  17.01.  RECONSTRUCTION.  In the event the leased premises shall be
partially  or  totally  destroyed  by  fire  or other casualty insured under the
insurance  carried  by  Landlord  pursuant  to Section 11.02 of this Lease as to
become partially or totally untenantable, then the damage to the leased premises
shall  be  promptly  repaired,  unless  Landlord  shall  elect not to rebuild as
hereinafter provided, and the Minimum Rent and other charges (to the extent such
charges  are based on the square footage of the leased premises) shall be abated
in proportion to the amount of the leased premises rendered untenantable and the
Minimum  Gross  Sales above which annual Percentage Rent is computed and payable
shall  likewise  be  proportionately  reduced until so repaired. Payment of full
rent  and  charges  so  abated  shall  commence and Tenant shall be obligated to
reopen  for  business  on the thirtieth (30th) day following the date the leased
premises  are  tenantable  unless  Tenant  opens  earlier in the damaged area or
remains  open in such area following destruction or damage, in which event there
shall be no abatement or an abatement shall terminate as of the date of Tenant's
earlier  reopening. Landlord shall be obligated to cause such repairs to be made
unless  Landlord,  at  its  sole  option,  elects  to  cause Tenant to make such
repairs,  in  which  event Tenant shall promptly complete the same, and Landlord
will  make  available  to  Tenant  for the sole purpose of reconstruction of the
leased premises such portion of the insurance proceeds received by Landlord from
its  insurance carrier, under policies carried pursuant to Section 11.02 of this
Lease, allocated to the leased premises. Any amount expended by Tenant in excess
of  such  insurance  proceeds  received by Landlord and made available to Tenant
shall be the sole obligation of Tenant. In the event of reconstruction or repair
by  Landlord,  any  amount expended by Landlord in repairing the improvements to
the  leased  premises  in  excess  of  the proceeds of the insurance received by
Landlord  pursuant  to  Section  11.02  of  this  Lease  allocated to the leased
premises  shall  be  repayable  by Tenant to Landlord within ten (10) days after
receipt  by Tenant from Landlord of a statement setting forth the amount of such
excess.  Landlord's  insurance  carrier  shall determine the amount of insurance
proceeds  attributable  to  the damage to such improvements, which determination
shall  be  binding  upon  Landlord  and  Tenant. The party required hereunder to
repair  the damage to the leased premises shall reconstruct such leased premises
in  accordance  with the working drawings originally approved by Landlord. In no
event  shall  Landlord  be  required  to repair or replace Tenant's merchandise,
trade fixtures, furnishings or equipment. If more than thirty-five percent (35%)
of the floor area of the building in which the leased premises are located shall
be  damaged  or destroyed by fire or other casualty, or if during the last three
(3)  years of the term hereof more than twenty-five percent (25 %) of the leased
premises  or  of the floor area of the building in which the leased premises are
located  shall  be damaged or destroyed by fire or other casualty, then Landlord
may  either  elect that the building and/or the leased premises, as the case may
be,  be  repaired  or  rebuilt  or,  at its sole option, terminate this Lease by
giving  written notice to Tenant of its election to so terminate, such notice to
be  given  within  ninety  (90)  days  after  the  occurrence  of such damage or
destruction.  If Landlord is required or elects to repair or rebuild or requires
the  Tenant  to  repair or rebuild the leased premises as herein provided Tenant
shall, at Tenant's sole cost, repair or replace its merchandise. trade fixtures,
furnishings  and equipment in a manner and to at least a condition equal to that
prior  to  its  damage  or  destruction.

     SECTION 17-02. WAIVER OF SUBROGATION. Each party hereto does hereby remise,
release and discharge the other party hereto and any officer, agent, employee or
representative  of  such  parry,  of and from any liability whatsoever hereafter
arising  from  loss, damage or injury caused by fife or other casualty for which
insurance  (permitting  waiver  of  liability  and  containing  a  waiver  of
subrogation) is carried or required hereunder to be carried by the injured party
at the time of such loss, damage or injury, to the extent of any recovery by the
injured  party  under  such  insurance.

                           ARTICLE 18. EMINENT DOMAIN

     SECTION  18.01.  TOTAL CONDEMNATION OF LEASED PREMISES. If the whole of the
leased  premises  shall  be  taken  by  any  public authority under the power of
eminent  domain  or sold to a public authority under threat or in lieu of such a
taking,  then  the term of this Lease shall cease as of the day possession shall
be taken by such public authority and the rent shall be paid up to that day with
a proportionate refund by Landlord of such rent as may have been paid in advance
for  a  period  subsequent  to  the  date  of  the  taking.

     SECTION  18.02.  PARTIAL  CONDEMNATION. (a) If less than the whole but more
than forty percent (40%) of the leased premises or more than forty percent (40%)
of  the  common areas shall be taken under eminent domain, Tenant shall have the
right  either  to  terminate this Lease and declare same null and void as of the
day  possession  is taken by public authority or, subject to Landlord's right of
termination  as  set  forth in Section 18.02(c)  of this Article, to continue in
possession  of  the remainder of the leased premises, and shall notify Landlord,
in writing within ten ( 10) days after such taking of Tenant's intention. In the
event  Tenant  elects  to remain in possession, all of the terms herein provided
shall  continue  in effect, except that the annual Minimum Rent shall be reduced
in  proportion  to the amount of the leased premises taken and the Minimum Gross
Sales  above which annual Percentage Rent is computed and payable shall likewise
be  proportionately  reduced.  and  Landlord shall, at its own cost and expense,
make  all  the  necessary  repairs  or  alterations  to  the  basic building, as
originally  installed  by  Landlord,  so  as  to constitute the remaining leased
premises  a  complete  architectural  unit.









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<PAGE>



     (b)  If  forty  percent  (40%)  or  less of the leased premises shall be so
taken,  the  lease  term  shall cease only as to the part so taken as of the day
possession shall be taken by such public authority, and Tenant shall pay rent up
to  that  day, with appropriate refund by Landlord of such rent as may have been
paid  in  advance  for  a  period  subsequent  to  the  date  of the taking, and
thereafter  the annual Minimum Rent shall be reduced in proportion to the amount
of  the  leased  premises  taken  and the Minimum Gross Sales above which annual
Percentage  Rent  is  computed  and  payable  shall  likewise be proportionately
reduced.  Landlord  shall,  at  its  expense,  make  all  necessary  repairs  or
alterations to the basic building, as originally installed by Landlord, so as to
constitute  the  remaining  leased  premises  as  a complete architectural unit.

     (c)  If  more  than forty percent (40%) of the building in which the leased
premises  are located or more than forty percent (40%) of the leased premises or
more than forty percent (40%) of the common areas shall be taken under the power
of  eminent domain or sold to a public authority under threat or in lieu of such
a  taking, Landlord may, by written notice to Tenant, delivered on or before the
tenth  (10th)  day  following  the date of surrendering possession to the public
authority,  terminate  this  Lease  as  of the day possession is taken by public
authority.  The rent shall be paid up to that day with a proportionate refund by
Landlord  of  such rent as may have been paid in advance for a period subsequent
to  the  taking.

     SECTION  18.03.  LANDLORD'S  AND  TENANT'S DAMAGES. All damages awarded for
taking under the power of eminent domain, whether for the whole or a part of the
leased  premises,  shall  belong to and be the property of Landlord whether such
damages  shall  be  awarded  as  compensation  for  diminution  in  value to the
leasehold  or  to  the fee of the leased premises and Tenant shall have no claim
against  either  Landlord  or  the  condemning  authority  with respect thereto;
provided, however, that Landlord shall not be entitled to any award specifically
designated as compensation for depreciation to, and cost of removal of, Tenant's
stock  and  trade  fixtures.

     SECTION  18.04. GOVERNMENTAL REGULATION. It is mutually agreed that (i) any
reduction  in the parking area, number of parking spaces in the Shopping Center,
and/or  restriction  on the number of motor vehicles that may enter the Shopping
Center  by  action  or  order  of any governmental authority, quasi-governmental
authority,  and/or  by  any  court having jurisdiction over the leased premises,
shall  not  constitute such a taking or condemnation under this Lease that would
entitle  Tenant  to  terminate  the Lease, (ii) any such reduction, restriction,
action  or  order,  and/or  any  compliance  by Landlord with any order, rule or
regulation of any such authority, with any such judicial decree, and/or any such
existing  or  future  order,  rule, regulation, judicial decree or law shall not
constitute  a  default  under  this Lease by Landlord so as to entitle Tenant to
terminate  this  Least  and the Lease shall remain in full force and effect, and
(iii)  as  between Landlord and Tenant, Landlord may, but shall not be obligated
to,  comply  with  any  such  order.  rule,  regulation, judicial decree or law.

                                                  SEE ATTACHED RIDER FOR INSERTS

                          ARTICLE 19. DEFAULT OF TENANT

     SECTION  19.01.  RIGHT  TO  REENTER  (a) In the event of (1) any failure of
Tenant to pay any rent or other charges due hereunder within ten (10) days after
the  same  shall  be  due,  (2)  any  failure  of Tenant to move into the leased
premises  and to open for business on the date specified in Article I hereof, or
to  continuously  operate its business pursuant to Section 7.02 for the purposes
specified  in  Section 7.01 hereof, or (3) if Tenant shall abandon or vacate the
leased premises, or permit this Lease to be taken under any writ of execution or
similar  writ  or order or if there shall be any default by Tenant or any entity
affiliated  with Tenant with respect to any financing instrument or arrangement,
if  any, relating to any items used in, or operation of business upon the leased
premises,  or  (4)  any  failure to perform any of the other terms, covenants or
conditions  of  this  Lease  to  be observed or performed by Tenant or more than
thirty  (30) days after written notice of such default shall have been mailed to
Tenant;  then  Landlord, besides any other rights or remedies it may have, shall
have  the  right  to  declare  this Least terminated and the term ended in which
event  Tenant  shall  vacate  and surrender the leased premises but shall remain
liable  for  all  obligations  arising

during  the balance of the original stated term as hereafter provided as if this
Lease had remained in full force and effect and Landlord shall have the right to
bring  a  special  proceeding  to  recover  possession  from Tenant holding over
Landlord  shall  have  the  immediate  right,  in any such event, of re-entry by
summary  proceedings  or  otherwise and remove all persons and property from the
leased  premises  and  such  property  may  be  removed  and  stored in a public
warehouse  or  elsewhere  at the cost of, and for the account of Tenant, without
evidence of notice or resort to legal process and without being deemed guilty of
trespass, or conversion, or becoming liable for any loss or damage, which may be
occasioned  thereby.

     (b)     Notwithstanding  the  foregoing  provisions of this Section, in the
event  Tenant  shall  fail to perform or shall default in the performance of any
term,  covenant or condition of this Lease on two (2) or more separate occasions
during  any twelve-month period, then, even though such failures or defaults may
have  been  cured by Tenant, any further failure or default by Tenant during the
term  of  this  Lease  shall be deemed a default without the ability for cure by
Tenant.  During  the continuance of any failure of performance or any default by
Tenant  in  the  performance  of  any term, covenant or condition of this Lease,
Tenant  shall  not  be entitled to exercise any rights or options, or to receive
any  funds  or  proceeds  being  held  under  or  pursuant  to  this  Lease,
notwithstanding  any  contrary  provisions  contained  herein.  In  the event of
re-entry  by  Landlord,  Landlord  may  remove all persons and property from the
leased  premises  and  such  property  may  be  stored  in a public warehouse or
elsewhere  at  the  cost  of,  and  for the account of Tenant. without notice or
resort to legal process and without Landlord being deemed guilty of trespass, or
becoming  liable  for any loss or damage which may be occasioned thereby. In the
event  Tenant  shall not remove its property from the leased premises within ten
(10) days after Tenant has vacated the leased premises, then such property shall
                                              ---------
be  deemed




                                       20

<PAGE>

abandoned  by  Tenant  and Landlord may dispose of the same without liability to
Tenant. To the extent that this Lease specifically provides for any abatement of
rent otherwise payable by Tenant under this Lease, or any payment by Landlord to
Tenant,  such  abatement  shall  not  be  effective,  nor  shall such payment be
required  to  be  made, if Tenant shall have failed to observe or perform any of
Tenant's  obligations  hereunder  or  if  Tenant  shall  otherwise be in default
hereunder,  and  Tenant  shall be obligated to immediately repay to Landlord the
amount  of  any  rent  previously abated or the amount of any payment previously
made by Landlord to Tenant hereunder, notwithstanding anything contained in this
Lease  to  the  contrary.

                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION 19.02. RIGHT TO RELET. Should Landlord elect to re-enter, as herein
provided, or should it take possession pursuant to legal proceedings or pursuant
to  any notice provided for by law, it may either terminate this Lease or it may
from  time  to  time,  without terminating this Lease, make such alterations and
repairs as may be necessary in order to relet the leased premises, and relet the
leased  premises  or any part thereof for such term or terms (which may be for a
term extending beyond the term of this Lease) and at such rent or rents and upon
such  other  terms  and  conditions  as Landlord in its sole discretion may deem
advisable.  Upon  each  such  reletting  all  rents  and  other sums received by
Landlord  from  such  reletting  shall  be applied, first, to the payment of any
indebtedness  other  than rent due hereunder from Tenant to Landlord; second, to
the  payment  of  any costs and expenses of such reletting; including reasonable
brokerage fees and attorneys' fees and of costs of such alterations and repairs;
third,  to  the  payment of rent and other charges due and unpaid hereunder; and
the  residue, if any, shall be held by Landlord and applied in payment of future
rent  as  the same may become due and payable hereunder. If such rents and other
sums  received from such reletting during any month be less than that to be paid
during  that  month  by  Tenant  hereunder,  Tenant shall pay such deficiency to
Landlord;  if  such rents and sums shall be more, Tenant shall have no right to,
and  shall receive no credit for the excess. Such deficiency shall be calculated
and paid monthly. No such reentry or taking possession of the leased premises by
Landlord  shall  be construed as an election on its part to terminate this Lease
unless  a  written  notice  of  such  intention be given to Tenant or unless the
termination  thereof  be  decreed  by  a  court  of  competent  jurisdiction.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter  elect  to  terminate  this  Lease  for  such previous breach. Should
Landlord  at  any  time  terminate this Lease for any breach, in addition to any
other  remedies it may have, it may recover from Tenant all damages it may incur
by  reason of such breach, including the cost of recovering the leased premises,
reasonable  attorneys'  fees,  and  including  the  worth  at  the  time of such
termination  of the excess, if any, of the amount of rent and charges equivalent
to  rent  reserved  in  this Lease for the remainder of the stated term over the
then  reasonable  rental  value  of the leased premises for the remainder of the
stated  term,  all  of  which  amounts shall be immediately due and payable from
Tenant  to  Landlord.  In determining the rent which would be payable under this
Lease  by Tenant subsequent to default, the Percentage Rent for each year of the
unexpired  portion  of  the term shall be equal to the average annual Percentage
Rent payable by Tenant from the commencement of the term to the time of default,
or during the preceding three (3) full least years, whichever period is shorter,
the failure or refusal of Landlord to relet the leased premises shall not affect
Tenant's  liability.  The terms  "entry" and "re-entry" are not limited to their
technical  meanings. Nothing contained in this Lease shall be construed to limit
or  prejudice the right of Landlord to prove for and obtain as damages by reason
of  the  termination  of  this  Lease  or re-entry of the leased premium for the
default of Tenant under this Lease an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in  which,  such  damages  are to be proved, whether or not such amount shall be
greater  than  any  of  the  sums  referred  to  in  this  Section  19.02.

     SECTION  19.03.  LEGAL EXPENSES. In case suit shall be brought for recovery
of  possession  of  the  leased  premises, for the recovery of rent or any other
amount  due  under the provisions of this Lease, or because of the breach of any
other  covenant herein contained on the part of Tenant to be kept and performed,
and  a  breach  shall  be established, Tenant shall pay to Landlord all expenses
incurred  therefor  including  reasonable  attorneys'  fees.

     Section  19.04.  WAIVER  OF COUNTERCLAIMS AND TRIAL BY JURY. It is mutually
agreed  by  and  between  Landlord and Tenant that the respective parties hereto
shall,  and  they  hereby  do,  waive trial by Jury in any action, proceeding or
counterclaim  brought  by either of the parties hereto against the other (except
for personal injury or property damage) on any matters whatsoever arising out of
or  in  any  way  connected  with  this  Lease, the relationship of Landlord and
Tenant,  Tenant's  use of or occupancy of the leased premises, and any emergency
statutory  or  any  other  statutory  remedy.  Tenant  shall  not  interpose any
counterclaim  or  counterclaims in a summary proceeding or other action based on
termination  or  holdover, it being the intent of the parties hereto that Tenant
be  strictly limited in such instance to bringing a separate action in the court
of  appropriate  jurisdiction.  The foregoing waiver is a material inducement to
Landlord  making, executing and delivering this Lease and Tenant's waiver of its
right  to  counterclaim  in  any  summary  proceeding  or  other action based on
termination  or  holdover  is  done so knowingly, intelligently and voluntarily.

     SECTION  19.05. WAIVER OF RIGHT OF REDEMPTION. Mention in this Lease of any
particular  remedy  shall not preclude Landlord from any other remedy, in law or
in  equity.  Tenant hereby expressly waives and all rights of redemption granted
by  or  under any present or future laws in the event of Tenant being evicted or
dispossessed  for any cause, or in the event of Landlord obtaining possession of
(he leased premises by reason of the violation by Tenant of any of the covenants
and  conditions  of  this  Lease,  or  otherwise.








                                       21

<PAGE>


of  Tenant,  or  otherwise. During the six (6) months prior to the expiration of
the  term  of  this  Lease  or inv renewal term, Landlord may exhibit the leased
premises  to  prospective  tenants  and place upon the leased premises the usual
notices  "To  Let"  or  "For  Rent"  which notices Tenant shall permit to remain
thereon  without  molestation.

     SECTION  21.02.  EXCAVATION.  If  any  excavation  shall  be made upon land
adjacent  to  the  leased  premises, Tenant shall permit the party authorized to
cause  such  excavation  to  be  made  to enter upon the leased premises for the
purpose of doing such work as such party may deem necessary to preserve the wall
of  the  building  of  which the leased premises forms a part from damage and to
support  the  same  by proper foundations and shorings, and Tenant hereby waives
all  claims  for  inconvenience,  disturbance, loss of business or other damages
against  Landlord  therefor  and  without  in  any  mariner  affecting  Tenant's
obligations  under  this Lease, nor shall the same constitute any grounds for an
abatement  of  any  rents  hereunder.

                          ARTICLE 22. TENANT'S PROPERTY

     SECTION  22.01. TAXES ON TENANT'S PROPERTY. Tenant shall be responsible for
and shall pay before delinquency, all municipal, county, state and federal taxes
assessed  during  the  term  of  this  Lease  against  any leasehold interest or
personal  property  of any kind, owned by or placed in, upon or about the leased
premises  by  the  Tenant.

     SECTION  22.02.  LOSS  AND DAMAGE. The Landlord shall not be responsible or
liable to the Tenant for any loss or damage that may be occasioned by or through
the acts or omissions of persons occupying adjoining premises or any part of the
premises  adjacent  to  or connected with the leased premises or any part of the
budding  of  which  the  leased  premises  are a part, or for any loss or damage
resulting  to  the  Tenant or its property from bursting, stoppage or leaking of
water,  gas,  sewer  or steam pipes or for any damage of loss of property within
the  leased  premises  from  any  cause  whatsoever.

     SECTION  22.03.  NOTICE  BY  TENANT.  Tenant shall give immediate notice to
Landlord  in case of fire or accidents in the leased premises or in the building
of  which  the  leased  premises  are  a  part.

                            ARTICLE 23. HOLDING OVER

     SECTION  23.01.  HOLDING  OVER. Any holding over without Landlord's consent
shall  entitle  Landlord  to  immediately  re-enter  the  leased  premises  and
dispossess Tenant. No holding over by Tenant after the expiration or termination
of the term of this Lease shall operate to extend the term of this Lease. In the
event of any unauthorized holding over, Tenant shall indemnify and hold harmless
Landlord  against all claim for damages by any other tenant to whom Landlord may
have  leased  all  or  any  part  of  the  leased  premises  effective  upon the
termination  of  this  Lease.  In  the event of any holding over by Tenant after
expiration or termination of this Lease without the consent of Landlord,  Tenant
shall  pay  as  holdover rental for each month of the holdover tenancy an amount
equal  to the greater of (x) fair market rental value of the leased premises for
such  month  (as  reasonably  determined  by Landlord) and (y) twice the monthly
Minimum  Rent  herein  specified plus one-twelfth (1/12th) of the average annual
Percentage  Rent  and  additional rent payable hereunder for the three (3) least
years  immediately  preceding,  or the entire portion of the !ease term, if less
than  three  (3)  lease years. Any holding over after the expiration of the term
hereof with the consent of the Landlord, shall be construed to be a tenancy from
month  to  month  (at  twice  the  monthly  Minimum  Rent  herein specified plus
one-twelfth  (1/  12th)  of the average annual percentage rent payable hereunder
for  the  three  (3) lease years immediately preceding, or the entire portion of
the  lease  term, if less than three (3) lease years), and shall otherwise be on
the  same  terms  and  conditions herein specified so far as applicable. Nothing
contained  in  this  Section  shall  imply  any right of Tenant to remain in the
leased  premises  after  the expiration or termination of this Lease without the
execution  of  a new lease, (ii) imply any obligation of Landlord to grant a new
lease  or  (iii)  be  construed  to  limit any right or remedy that Landlord has
against  Tenant  as  a  holdover  tenant  or  trespasser.

     SECTION  23.02.  SUCCESSORS. All rights and liabilities herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, successors, and assigns of the said
parties;  and  if  there  shall be more than one Tenant, they shall all be bound
jointly  and severally by the terms, covenants and agreements herein. No rights,
however,  shall inure to the benefit of any assignee or transferee of Tenant and
no rights or benefits shall be conferred upon any such assignee or transferee by
reason  of  this Section 23.02 unless such rights or benefits shall be expressly
otherwise  set  forth  in  this  Lease.

                        ARTICLE 24. RULES AND REGULATIONS

     SECTION  24.01.  RULES  AND  REGULATIONS.  Tenant agrees to comply with and
observe  the rules and regulations set forth on Exhibit 'F", attached hereto and
made  a  part  hereof,  and  with all other rules and regulations established by
Landlord  from  time  to  time,  provided  the same shall apply uniformly to all
tenants  of  the  Shopping  Center.  Tenant's  failure to observe said rules and
regulations  shall constitute a breach of the terms of this Lease in the mariner
as  if  the  same  were  contained  herein  as  covenants.









                                       23

<PAGE>

                           ARTICLE 25. QUIET ENJOYMENT

     SECTION 25.01. LANDLORD'S COVENANT. Upon payment by the Tenant of the rents
herein  provided.  and upon the observance and performance of all the covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably  and  quietly  hold  and enjoy the leased premises for the term hereby
demised  without  hindrance  or  interruption by Landlord or any other person or
persons  lawfully  or  equitably  claiming  by,  through  or under the Landlord,
subject,  nevertheless,  to  the  terms  and  conditions  of this Lease, and any
mortgages  to  which  this  Lease  is  subordinate.

                         ARTICLE 26. SECURITY PROVISION

     SECTION  26.01.  SECURITY. Simultaneously with the execution of this Lease,
Tenant  shall  deposit  with  Landlord a sum in the amount set forth in the Data
Sheet  as a security deposit. Such security deposit shall be considered security
for the faithful payment and performance, by Tenant of all covenants, conditions
and  agreements  of this Lease, but in no event shall the Landlord be obliged to
apply  the  same upon rents, or other charges in arrears or upon damages for the
Tenant's  failure  to perform the said covenants, conditions and agreements; but
the Landlord, may so apply the security, at its option; and the Landlord's right
to  bring  a  special proceeding to recover or otherwise to obtain possession of
the leased premises before or after Landlord's declaration of the termination of
this  Lease  for  non-payment of rent or for any other reason, shall not, in any
event,  be affected by reason of the fact that the Landlord holds this security.
The said sum, if not applied toward the payment of rent in arrears or toward the
payment  of damages suffered by the Landlord by reason of the Tenant's breach of
the covenants, conditions and agreements of this Lease, is to be returned to the
Tenant  without  interest,  except  as  provided  by  law,  when  this  Lease is
terminated, according to these terms, and in no event is the said security to be
returned  until  the  Tenant  has  vacated  the  leased  premises  and delivered
possession to the Landlord. In the event that the Landlord repossesses itself of
the  leased  premises  whether  by  special  proceeding or re-entry or otherwise
became  of  the Tenant's default or because of the Tenant's failure to carry out
the  covenants,  conditions and agreements of this Lease, the Landlord may apply
the said security upon all damages suffered to the date of said repossession and
may  retain  the  said security to apply upon such damages as may be suffered or
accrue  thereafter by reason of the Tenant's default or breach. In the event any
bankruptcy,  insolvency,  reorganization  or  other  creditor-debtor proceedings
shall  be  instituted by or against Tenant, or its successors or assigns, or any
guarantor  of  Tenant  hereunder,  such  security  deposit shall be deemed to be
applied  First to the payment of any rents and/or other charges due Landlord for
all  periods  prior  to  the institution of such proceedings and the balance, if
any, of such security deposit may be retained by Landlord in partial liquidation
of  Landlord's  damages.  The  Landlord  shall not be obligated to keep the said
security deposit as a separate fund, but may commingle the said security deposit
with its own funds. In the event Landlord shall from time to time elect to apply
all  or  pan  of the security deposited by Tenant pursuant to this section, then
Tenant  shall,  in such event upon five (5) days notice in writing, deposit with
Landlord  additional  security  so  that at all times Landlord shall have in its
possession security in the amount set forth in this section. In the event of the
sale or transfer of Landlord's interest in the building in which leased premises
are  located,  Landlord shall transfer the security deposit to such purchaser or
transferee,  in which event Tenant shall be entitled to look to the new landlord
for the return of the security deposit, and Landlord shall thereupon be released
from  all  liability  to  Tenant for the return of such security deposit. Tenant
agrees  that  it will not took to any trustee, mortgagee or successor in tide to
the budding, for accountability for any security deposit or related sums held by
Landlord  or  its  successor  landlords hereunder, unless and only to the extent
such sums have actually been received by said mortgagee, trustee or successor in
tide.

                         ARTICLE 27. REGULATED SUBSTANCE

     SECTION  27.01.  DEFINITION  OF  REGULATED  SUBSTANCE.  The term "regulated
substance'  shall  be  defined  to  include,  without  limitation,  flammables,
explosives,  radioactive  materials,  asbestos, polychlorinated biphenyls (PCB),
chemicals  known  to  cause  cancer  or  reproductive  toxicity,  pollutants,
contaminants, hazardous waste, toxic substance or related matters, petroleum and
petroleum  products,  and  any  substance  or  material defined or classified as
hazardous,  toxic,  dangerous,  or  a  waste  or  a  pollutant  under any law or
regulation now or hereafter enacted or promulgated by any governmental authority
having  proper  jurisdiction  (such  law  or  regulation  sometimes  hereinafter
referred  to  as  an  "Environmental  Law").  The term "Environmental Law" shall
include,  without limitation, Comprehensive Environmental Response, Compensation
and  Liability  Act,  42 U.S.C. 9601 et seq., as amended ("CERCLA"); the Federal
Resource  Conservation  and  Recovery  Act,  42  U.S.C. 6901 et seq., as amended
("RCRA")  and  to  each  federal.  state  or local law, code, ordinance, permit,
regulation  or  guideline  now in effect or which may hereafter be enacted or go
into  effect, relating to or affecting the leased premises, the Shopping Center,
and  the  real  estate  of  which the Shopping Center is a part, and relating to
pollution or concerning the impact on the environment of construction, land use,
maintenance  and  operation  of  structures, and the conduct of business. Tenant
will  not  cause.  or  permit  to be caused, any act or practice, by negligence,
omission,  or  otherwise,  that  would  adversely  affect the environment, or do
anything or permit anything to be done that would violate any Environmental Law.
Any  violation  of  this  covenant  shall  be  deemed  to be an event of default
pursuant  to  Article  19  hereof.

     SECTION  27.02.  TENANT'S RESTRICTIONS. Tenant shall not cause or permit to
occur  the  following:  (a)  any  violation  of  any  federal,  state  or  local
Environmental  Law, laws, ordinances or regulations, now or hereinafter enacted.
related  to  environmental conditions on, under, or about the leased premises or
arising  from  Tenant's  use or occupancy of the leased premises, including, but
not  to  be  limited  to,  air,  soil,  and  ground water conditions, or (b) the





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<PAGE>


use,  generation.  release,  manufacturing,  refining,  production,  processing,
storage  or  disposal of any regulated substance. on, under, or about the leased
premises,  or the transportation to or from the leased premises of any regulated
substance.

     SECTION 27.03. TENANT'S OBLIGATIONS. (a) Tenant shall, at Tenant's expense,
comply  with any Environmental Law and with all laws, ordinances and regulations
regulating  the  use,  generation,  storage,  transportation,  or  disposal of a
regulated  substance.

     (b)     Tenant  shall,  at  Tenant's  own  expense, make all submissions to
provide  all information required by, and shall comply with, all requirements of
all  governmental  authorities.

     (c)  Should  any authority demand that a clean-up plan be prepared and that
clean-up  be  undertaken  because  of  any  deposit,  spill, discharge, or other
release of a regulated substance that occurred during the term of this Lease, at
or  from  the  leased  premises  which  arise  at  any time from Tenant's use or
occupancy  of  the  leased premises, then Tenant shall, at Tenant's own expense,
prepare  and submit the required plans and all related bonds and other financial
assurances  and  Tenant  shall  carry  out  all  such  clean-up  plans.

     (d)  Tenant  shall  promptly  provide  all  information  regarding the use,
generation,  storage,  transportation  or  disposal  of  regulated substances as
relating to the leased premises to Landlord. If Tenant fails to fulfill any duty
imposed  under  this Section, Landlord may do so and, in such case, Tenant shall
cooperate  with  Landlord  in  order  to prepare all documents Landlord may deem
necessary  or  appropriate  to  determine  the  applicability of the laws to the
leased  premises and Tenant's use thereof, and for the compliance therewith, and
Tenant  shall  execute  all  documents promptly upon Landlord's request. No such
action  by Landlord and no attempt by Landlord to mitigate damages under any law
shall  constitute  a  waiver of any of Tenant's obligations under this Lease. In
addition,  Landlord  shall  be reimbursed within thirty (30) days of demand, for
any  and  all  costs  and  expenses  incurred  by  Landlord on behalf of Tenant.

     (e)  Tenant  shall,  at  Tenant's  own  expense, comply with the New Jersey
Industrial   Site  Recovery  Act  and  the  regulations  promulgated  thereunder
("ISRA"),  with  respect to any ISRA-triggering event. Notwithstanding any other
terms  to  the  contrary  contained  in  this  Lease, Tenant shall not pursue or
implement:  any  engineering  control.  institutional control (including without
limitation,   a  declaration  of  environmental  restriction  or  classification
exception area), or the like, without Landlord's prior written authorization and
consent.  The  Tenant's  obligations  and  liabilities  under this Article shall
survive  the  expiration  or  earlier  termination  of  the  Lease.

     SECTION 27.04. TENANT'S INDEMNITY. Tenant shall indemnify, defend, and hold
harmless the Landlord, mortgagees, and any other party setting forth an interest
in  the  property  and  their  respective  officers.  directors,  beneficiaries,
shareholders, partners, agents, and employees from all fines, suits, procedures,
claims,  and actions of every kind and all costs associated therewith, including
attorneys'  and consultant fees, arising out of or in any way connected with any
deposit, spill, discharge, or other release of a regulated substance that occurs
during  the term of this Lease, at or from the leased premises or which arise at
any  time, from Tenant's use or occupancy of the leased premises, or from Team's
failure  to  provide all information, make all submissions, or to take all steps
required  by  all  authorities  under the laws and all other Environmental Laws.
Said  indemnity shall survive the expiration or earlier termination of the lease
term.

     SECTION  27.05.  LANDLORD'S INDEMNITY. Landlord shall indemnify, defend and
hold  harmless  Tenant,  its  officers,  directors, beneficiaries, shareholders,
partners,  agents  and  employees  (herein  "Indemnitee") from all fines, suits,
procedures,  claims,  and  actions,  of  every  kind  and  all  costs associated
therewith,  including attorney and consultant fees, arising out of or in any way
connected  with  any  deposit, spill, discharge, or other release or a regulated
substance  (herein  "Occurrence"),  at  or  from  the regional development, that
occurred prior to the date on which the NJDEP (as defined in 7.03) issued the No
Further  Action  Letter  (as  defined  in  7.03),  except to the extent that the
Indemnitee  contributed  to  the Occurrence and except to the extent that Tenant
fails  to  give  notice(s)  to Landlord as herein required (and then only to the
extent  of  the additional cost or prejudice which is due to the failure to give
notice(s)),  but  in  no  event shall the foregoing indemnity be of any force or
effect  if  Tenant fails to execute timely deliver to Landlord the Certification
as  defined  in  7.03.  Tenant acknowledges and agrees to execute and deliver to
Landlord,  simultaneous  with  Tenant's  execution  of  this  Lease and delivery
thereof  to  Landlord,  the  Certification  as  defined in  7.03. Tenant further
agrees  to  immediately  give  notice  to  Landlord,  to  the  extent Tenant has
knowledge  of  any Occurrence or any event which may give rise to an Occurrence,
including  without  limitation,  notice  of  any governmental inquiry, action or
proceeding  and  a  copy  of  any written notice, document, violation or inquiry
related  an  Occurrence  or  pursuant  to any Environmental Law. Notwithstanding
anything in this Lease to the contrary, in no event shall Landlord be liable for
indirect  or  consequential  damages including, without limitation, lost profits
and  in no event shall Landlord be liable to the extent the damage is covered by
Tenant's insurance or is required to be covered by the insurance which Tenant is
obligated  to  maintain  hereunder  (inclusive of self-insurance and deductibles
which are Tenant's risk). The indemnity provisions in this Article shall survive
the  expiration  or  earlier  termination  of  the  term  of  this  Lease.

                      ARTICLE 28. MORTGAGEE NOTICE AND CURE

     Tenant  agrees  that  in the event Landlord is in default under this Lease,
any  mortgagee  or  trustee  under a deed of trust of Landlord's interest in the
leased  premises  shall  be  permitted  (but  not  required) to enter the leased
premises  for  the  purpose  of correcting or remedying such default, and Tenant
agrees to accept performance by such mortgagee or trustee in lieu of performance
by  Landlord.  Tenant  further  agrees  that, from and after written notice from
Landlord  of  the  name  and  address  of  any mortgagee or trustee, Tenant will
deliver  notice  to any such mortgagee or trustee of a default by Landlord under
this  Lease.  Notwithstanding any provision of this Lease, Tenant agrees that no
termination





                                       25

<PAGE>


of  this Lease or abatement or reduction of rent or any other amounts under this
Least shall be effective unless and until such mortgagee or trustee has received
notice  and  fails  within thirty (30) days of the date on which Landlord's cure
period  expires  to  cure the default of Landlord in question, or if the default
cannot  be  cured within said thirty (30) days, fails to commence and diligently
prosecute the cure of such default. After notice is given by any trustee under a
deed  of  trust  or mortgagee of Landlord's interest in the leased premises that
the  mortgage  or  deed of trust is in default and that rentals under this Lease
should  be  paid to such mortgagee or trustee, Tenant shall immediately commence
to  pay  all  such rentals to such mortgagee or trustee as they shall become due
pursuant  to  this  Lease.

           ARTICLE 29. SPECIAL REAL ESTATE INVESTMENT TRUST PROVISIONS

     During  the  term  of  this  Lease  or any extension thereof, should a real
estate investment trust be or become Landlord (or a part of Landlord) hereunder,
all  provisions  of  this  Lease shall remain in full force and effect except as
modified  by  this  Article  29.

     SECTION  29.01.  ASSIGNMENT  AND  SUBLETTING.  Without  limiting any of the
provisions  of  Section 14.01 hereof, neither Tenant nor any other person having
an  interest  in  the  possession,  use,  occupancy or utilization of the leased
premises  shall  enter  into  any  lease, sublease, license, concession or other
agreement  for  use,  occupancy  or  utilization of space in the leased premises
which  provides for rent or other payment for such use, occupancy or utilization
based  in  whole  or  in part on the net income or profits derived by any person
from the property leased, used, occupied or utilized (other than an amount based
on  a  fixed  percentage  or  percentages  of  receipts  or sales), and any such
purported  lease,  sublease,  license,  concession  or  other agreement shall be
absolutely  void and ineffective as a conveyance of any right or interest in the
possession,  use,  occupancy  or utilization of any part of the leased premises.

     SECTION  29.02. REAL ESTATE INVESTMENT TRUST TAX PROVISIONS. If Landlord in
good  faith  determines  that its status as a real estate investment trust under
the  provisions of the Internal Revenue Code of 1986, as heretofore or hereafter
amended,  will  be  jeopardized because of any provision of this Lease, Landlord
may request reasonable amendments to this Lease and Tenant will not unreasonably
withhold,  delay  or defer its consent thereto, provided that such amendments do
not  (a)  increase  the monetary obligations of Tenant pursuant to this Lease or
(b)  in  any  other  manner  adversely  affect  Tenant's  interest in the leased
premises.

                            ARTICLE 30. MISCELLANEOUS

     SECTION  30.01. WAIVER. One or more waivers of any covenant or condition by
Landlord  shall  not  be  construed as a waiver of subsequent breach of the same
covenant  or condition, and the consent or approval by Landlord to or of any act
by Tenant requiring Landlord's consent or approval shall not be deemed to render
unnecessary  Landlord's  consent or approval to or of any subsequent similar act
by Tenant. No breach of a covenant or condition of this Lease shall be deemed to
have  been  waived  by  Landlord,  unless  such  waiver  be in writing signed by
Landlord.  The  failure  of  Landlord to insist upon a strict performance of any
term, condition or covenant contained in this Lease shall not be deemed a waiver
of  any  rights  or  remedies  that  Landlord may have and shall not be deemed a
waiver of any subsequent breach or default in the terms, conditions or covenants
herein  contained,  and  any  such  failure shall not be construed as creating a
custom  of Landlord's accepting other than strict performance or as modifying in
any  way  the terms, covenants or conditions of this Lease. No act or thing done
by  Landlord  or Landlord's agents shall be deemed an acceptance of surrender of
the  leased  premises  and  no agreement to accept such surrender shall be valid
unless  in writing signed by Landlord. The rights and remedies of Landlord under
this  Lease  or under any specific section, subsection or clause hereof shall be
cumulative  and  in  addition  to  any  and  all other rights and remedies which
Landlord has or may have elsewhere under this Lease or at law or equity, whether
or  not  such  section, subsection or clause expressly so states. Landlord shall
have the right to obtain specific performance of any and all of the covenants or
obligations  of  Tenant  under  this  Lease, and nothing contained in this Lease
shall  be  construed  as  or  shall  have  he  effect  of  abridging such right.

     SECTION 30.02. ENTIRE AGREEMENT. All exhibits, and riders, if any, attached
hereto  form  a  part of this Lease and shall be given full force and effect, as
fully  as  if set forth at length herein. This Lease and the exhibits and rider,
if  any, attached hereto and forming a part hereof, set forth all the covenants,
promises,  agreements. conditions and understandings between Landlord and Tenant
concerning the leased premises and there are no covenants. promises, agreements,
conditions  or  understandings,  either oral or written, between them other than
are  herein  set  forth.  No  alteration,  amendment, change or addition to this
Lease  shall  be  binding  upon Landlord or Tenant unless reduced to writing and
signed  by  each  party.

     SECTION  30.03.  RULES  OF  CONSTRUCTION. Nothing contained herein shall be
deemed or construed by the parties hereto, nor by any third party, as creating a
relationship  of  principal  and  agent  or  of  partnership or of joint venture
between  the  parties  hereto,  it  being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor any
acts  of  the parties herein, shall be deemed to create any relationship between
the  parties hereto other than the relationship of Landlord and Tenant. Whenever
herein  the  singular number is used, the same shall include the plural, and the
masculine  gender  shall include the feminine and neuter genders. Time is of the
essence  in  this  Lease.  Notwithstanding  the  fact  that  certain  references
elsewhere  in  this  Lease  to acts required to be performed by Tenant hereunder
omit  to  state  that  such  acts  shall  be performed at Tenant's sole cost and
expense,  unless the context clearly implies to the contrary, each and every act
to  be performed or obligations to be fulfilled by Tenant pursuant to this Lease
shall  be  performed  or  fulfilled  at  Tenant's  sole  cost  and  expense.





                                       26

<PAGE>

     SECTION  30.04.  DELAYS.  In  the  event  that either party hereto shall be
delayed  or  hindered  in  or  prevented  from  the  performance  of its initial
construction  or  maintenance  and/or  repair  obligations required hereunder by
reason  of  strikes,  lockouts,  labor troubles, inability to procure materials,
failure  of  power,  restrictive  governmental  laws  or  regulations,  riots,
insurrection, war or other reason of a similar nature not the fault of the party
delayed  in  performing  work, then performance of such act shall be excused for
the  period of delay and the period for the performance of any such act shall be
extended  for a period equivalent to the period of such delay. The provisions of
this  Section  30.04  shall not operate to delay the commencement of the term of
this  Lease  or  excuse  Tenant  From  prompt  payment  of  rent,  Minimum Rent,
Percentage  Rent  or  any  other  payments  required  by the terms of this Lease
provided,  however, that the obligation of Tenant to initially open for business
pursuant  to  Sections  1.02  and  1.03 may be delayed pursuant to this Section.
Nothing in this Section shall relieve Tenant from the obligation to continuously
operate the leased premises in accordance with Section 7.02 except to the extent
it  may  be  necessary during the period of any strikes, lockouts or other cause
beyond  Tenant's  control,  so  long  as  Tenant  shall  make all reasonable and
diligent efforts to shorten such period and to resume and continue to operate as
soon  as  possible.

     SECTION  30.05. NOTICES. Unless specifically stated to the contrary in this
Lease,  any  notice,  demand,  request  or  other  instrument which may be or is
required  to  be  given  by  Tenant  under this Lease or by law shall be sent by
United  States certified mail, return receipt requested, postage prepaid, or, by
a  national  air courier service (i.e. one which delivers service in at least 48
states, such as Federal Express) provided that any such courier service provides
written  evidence  of delivery, and shall be deemed to have been given as of the
third  day following receipt of same by Landlord; or, if required to be given by
Landlord  under  this  Least  or  by  law, such notice, demand, request or other
instrument may be sent by certified mail, by regular mail, by personal delivery,
by  a  national air courier service (i.e. one which delivers service in at least
48  states,  such  as  Federal  Express)  provided that any such courier service
provides  written  evidence  of delivery, or by other comparably reliable means,
and  shall  be deemed to have been given upon the date of mailing or the date of
other submission to Tenant, whichever of such dates shall be the first to occur;
and  shall  be addressed (a) if to Landlord, to 20 South Third Street, Columbus,
Ohio  43215,  or  at  such  other  address  as Landlord may designate by written
notice,  together  with  copies  thereof  to  such  other  parties designated by
Landlord,  and (b) if to Tenant, to the leased premises or the address set forth
for  Tenant  on  page  1 of this Lease, or at such other address as Tenant shall
designate  by  written  notice.

     SECTION 30.06. CAPTIONS AND SECTION NUMBERS. The captions, section numbers,
article  numbers and index appearing in this Lease are inserted only as a matter
of  convenience  and  in no way define, limit, construe or describe the scope or
intent  of  such  sections  or articles of this Least nor in any way affect this
Lease.

     SECTION  30.07.  BROKER'S  COMMISSION.  Tenant  represents  and warrants to
Landlord  that  there are no claim for brokerage commissions or finder's fees in
connection  with this Lease, and Tenant agrees to indemnify Landlord and hold it
harmless  from  all  liabilities arising from any such claim (including, without
limitation,  the  cost  of counsel fees in connection therewith). Such agreement
shall  survive  the  termination  of  this  Lease.

     SECTION  30.08  RECORDING.  Tenant  shall  not  record  this  Lease,  or  a
memorandum  or  so-called  'short form" of this Lease, without the prior written
consent  of  Landlord.

     SECTION  30.09. FURNISHING OF FINANCIAL STATEMENTS. Upon Landlord's written
request, Tenant shall promptly furnish to Landlord, from time to time, financial
statements  reflecting  Tenant's  current  Financial  condition, which financial
statements  shall  be certified as being true and correct by the chief financial
officer  and by the chief executive officer of Tenant, and shall upon Landlord's
written  request  promptly  furnish  Landlord,  from  time  to  time.  financial
statements  reflecting the current financial condition of each Guarantor of this
Lease,  which  financial statements shall be certified as being true and correct
by  the  chief financial officer and by the chief executive officer of each such
Guarantor.

     SECTION 30.10. LANDLORD'S USE OF COMMON AREAS. Landlord reserves the right,
from  time  to  time,  to utilize portions of the common areas for carnival type
shows,  rides  and  entertainment, outdoor shows, displays, automobile and other
product  shows,  the  leasing  of kiosks, or such other uses which in Landlord's
judgment  tend  to  attract  the public. Further, Landlord reserves the right to
utilize  the  lighting  standards  and other areas in the parking facilities for
advertising  purposes.

     SECTION  30.11.  TRANSFER  OF  LANDLORD'S  INTEREST.  In  the  event of any
transfer or transfers of Landlord's interest in the leased premises, including a
so-called  sale-leaseback, the transferor shall be automatically relieved of any
and  all obligations on the part of Landlord accruing from and after the date of
such  transfer,  including  but  not  limited  to, any obligation to Tenant with
respect  to the security deposit referred to in Section 26.01 of this Lease upon
assignment  of  the  same  to  the transferee, provided that the interest of the
transferor,  as  Landlord,  in  any funds then in the hands of Landlord in which
Tenant  has  an  interest shall be turned over, subject to such interest, to the
then  transferee.  Upon  the  termination  of  any  Lease  in  a  sale-leaseback
transaction  prior  to  termination  of this Lease, the former lessee thereunder
shall  become  and remain liable as Landlord hereunder until a further transfer.
No  holder  of  a  mortgage  or  deed of trust to which this Lease is, or may be
subordinate,  shall  be  responsible  in  connection with the security deposited
hereunder, unless such mortgagee or holder of such deed of trust of lessor shall
have  actually  received  the  security  deposited  hereunder.

     SECTION  30.12.  FLOOR  AREA. The term "floor area", as used in this Lease,
means with respect to leasable area in the Shopping Center, the aggregate number
of  square  feet  of  floor  space  measured  from  the  lease  line




                                       27

<PAGE>


(fronting  the  enclosed  mall),  exterior faces of exterior walls (defined as a
wall  not  shared  with  an  adjacent tenant room), and the center line of party
walls  (defined  as  walls shared with an adjacent tenant room). No deduction or
exclusion from floor area shall be made by reason of columns, stairs, elevators,
escalators,  shafts,  ducts or other interior construction or equipment. For the
purpose of this Lease, in determining the gross leasable floor area or the gross
leased  and  occupied  floor  area  of  the regional development, there shall be
excluded therefrom, at the sole option of Landlord, the area of any building not
owned  by Landlord, the floor area of any premises leased for the operation of a
post-office  type  or  packaging  or  delivery  facility  or  other
public/consumer-service  or  governmental  facility, the floor area of any space
without  direct customer access from the enclosed Mall, and the total floor area
utilized  by  Landlord for the operation of a skating rink or other recreational
area,  child  care center, community room, library, project offices, and related
rooms,  common  areas  and project areas, which shall be deemed amenities to the
Shopping  Center.

     SECTION 30.13. LIABILITY OF LANDLORD. If Landlord shall fail to perform any
covenant,  term or condition of this Lease upon Landlord's part to be performed,
and  if, as a consequence of such default, Tenant shall recover a money judgment
against  Landlord,  such judgment shall be satisfied only out of the proceeds of
sale  received  upon  execution  of such judgment and levied thereon against the
right,  tide  and  interest  of  Landlord  in  the Shopping Center site, subject
nevertheless to the rights of Landlord's mortgagee, and neither Landlord nor any
co-partner  nor  anyone owning an interest in or affiliated with Landlord herein
shill  be  liable  for  any  deficiency.

     SECTION  30.14. ACCORD AND SATISFACTION. No payment by Tenant or receipt by
Landlord  of  a  lesser  amount than the monthly rent herein stipulated shall be
deemed  to  be  other  than  on account of the earliest due stipulated rent, nor
shall  any  endorsement or statement on any check or any letter accompanying any
check  or  payment  as  rent  be deemed an accord and satisfaction, and Landlord
shall  accept  such  check  or  payment without prejudice to Landlord's right to
recover  the balance of such rent or other charges or pursue any other remedy in
this  Lease  or  in  law  or  in  equity.

     SECTION  30.15.  EXECUTION  OF  LEASE.  The  submission  of  this Lease for
examination  does  not  constitute  a  reservation  of  or option for the leased
premises,  and  this lease shall become effective as a lease only upon execution
and  delivery  thereof  by  Landlord  and  Tenant.

     SECTION  30.16.  LAWS  OF  THE  STATE.  This Lease shall be governed by and
construed  in  accordance  with  the  laws  of the State of New Jersey where the
regional  development  is  located.  If  any  provisions  of  this  Lease or the
application  thereof  to  any  person  or circumstances shall, to any extent, be
invalid  or  unenforceable,  the  remainder  of this Lease shall not be affected
thereby  and  each provision of this Lease shall be valid and enforceable to the
fullest  extent  permitted  by  law.

     SECTION  30.17.  CONFIDENTIALITY. Tenant covenants to not disclose any part
of  this  Lease  to  anyone other than its attorneys, accountants, employees, or
lenders  who  need  to know of its contents in order to perform their duties for
Tenant.  Any  other  disclosure  be  an  event  of  default  under  this  Lease.
                                                  SEE ATTACHED RIDER FOR INSERTS

     SECTION  30.18  INTEREST.  Any  rent  or sums payable by Tenant to Landlord
under this Lease which is not paid when due, shall accrue interest from the date
due until paid, at a monthly rate equal to one and one-half percent (1-1/2%) per
month  or  the  maximum  lawful  monthly  contract rate permitted by usury laws,
whichever  is  less.  The  payment of such interest shall not excuse or cure any
default  by  Tenant under this Lease. In the event any charge imposed under this
Lease  is  stated  to  be or construed as interest, then no such interest charge
shall  be  calculated  at  a rate which is higher than the maximum rate which is
allowed under applicable usury laws, which maximum rate shall be substituted for
the  rate  in  excess  thereof,  if  any,  computed  under  this  Lease.

     SECTION  30.19.  CONSUMER  PRICE  INDEX.  The terms "Consumer Price Index",
"CPI",  and  "Index",  as used in this Least shall mean the Consumer Price Index
for  Urban  Wage  Earners  and  Clerical  Workers (1982 - 1984 = 100), U.S. City
Average,  All  Items,  as  published  by  the United States Department of Labor,
Bureau  of  Labor  Statistics  of  the United States Department of Labor. In the
event  such Index is discontinued, comparable statistics on the purchasing power
of  the  consumer  dollar,  as published at the time of said discontinuance by a
responsible  financial  authority shall be selected at the reasonable discretion
of  Landlord  and  shall  be  used  in  lieu  of  such  index.

     SECTION  30.20. SURVIVAL. The obligations of Tenant for payment of rent and
charges  under  this  Lease  shall survive the expiration of the term or earlier
termination  of  this  Lease.

[END  OF TEXT OF FORM LEASE, SIGNATURE AND ACKNOWLEDGMENT PAGES FOR LEASE FOLLOW
IMMEDIATELY; THE ADDENDUM AND/OR THE RIDER, IF ANY, FOLLOW IMMEDIATELY AFTER THE
EXHIBITS  TO  THE  LEASE]





                                       28

<PAGE>


                            EXECUTION/ACKNOWLEDGMENT

     In  confirmation of their agreement to enter into this Lease (including the
preamble, Data Sheet, Addendum, Form Lease, all exhibits, and the rider (if any)
attached  hereto),  and  intending  to be bound hereby, Landlord and Tenant have
signed  and sealed this Lease as of the day and year first above written on page
1  of  this  Lease.

WITNESS:                        LANDLORD:

                                Elizabeth  MetroMall  LLC,  a  Delaware  limited
                                      liability  company

                                BY:   Glimcher  New  Jersey  Metromall  LLC,  a
                                      Delaware  limited  liability  company,
                                      Managing Member

                                By:   Glimcher Properties Limited Partnership, a
                                      Delaware limited  partnership,  Managing
                                      Member
----------------------------
                                By:   Glimcher  Properties  Corporation,  a
                                      Delaware corporation,  General  Partner

                                      _________________________________________
----------------------------    By:   Michael  P.  Glimcher,
                                      Senior  Vice  President  of  Leasing



WITNESS/ATTEST:                    TENANT:

                                        Cinema  Ride  Times  Square  ,  Inc.


/s/  Teresa  C.  Hurd                    By:     /s/     Mitch  Francis
---------------------------------       ---------------------------------------

/s/  Teresa  C.  Hurd                    Its:          President
----------------------------------      ---------------------------------------


                           ACKNOWLEDGMENT OF LANDLORD


STATE  OF  OHIO         )
                        )ss.
COUNTY  OF  FRANKLIN    )

On this _____day of ____________,19___, before me personally appeared Michael P.
Glimcher to me personally known, who being by me duly sworn, did for himself say
that  he  is  the  Senior  Vice  President  of  Leasing  of  Glimcher Properties
Corporation, the general partner of Glimcher Properties Limited Partnership, the
managing  member  of  Glimcher  New Jersey Metromall LLC, the managing member of
Elizabeth  Metromall  LLC,  and  that  he  executed  the foregoing Lease for the
purposes  therein  contained  on  behalf  of  such  entity.


                                   --------------------------------------------
                                   Notary  Public,

                                   My  Commission  expires:









                                       29

<PAGE>




                            CORPORATE ACKNOWLEDGMENT



STATE  OF  California          )
                    )ss.
COUNTY  OF  Los  Angeles     )

On  this     day  of     19th  day  of  October  ,1999  ,  before  me personally
                         ----          -----------  --
appeared   Mitch  Francis,  to me personally known, who, being by me duly sworn,
          ----------------
did  each for  himself  say that they are respectively  the President of  Cinema
                                                            ---------     ------
Ride  Times Square, Inc., the corporation named in and which executed the within
      -----------------
instrument,  and  that the seal affixed to said instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in behalf of
said  corporation by authority of its board of directors; and said Mitch Francis
                                                                   -------------
acknowledged  before  me  said  instrument  to  be the free act and deed of said
corporation.




     [NOTARY  SEAL]            /s/     Susan  Harrison
                              ----------------------------------
                              Notary  Public,  California
                              County,  Los  Angeles
                              My  commission  expires:  March  14,  2000










                                       30
<PAGE>


                                   EXHIBIT "A"

This  Exhibit  is  not  a  representation  as to the identity, size, location or
opening  date  of  any  store  tenant,  space user, occupant, or facility or the
occupancy  of  any  premises, building, or future premises or building or future
building  within  the  regional  development. Landlord reserves the right to not
construct  or  to  construct  differently  (in  any  manner,  including, without
limitation,  location, size, shape, height and/or design) any item shown on this
Exhibit  as  well  as  the  right,  after  any  buildings  common areas or other
improvements  have  been  constructed,  to  change, after, modify, delete or add
buildings,  common  areas  or other improvements to and from the Shopping Center
and/or the regional development (including, without limitation any future phases
or  additions  - there being no representation that any future phase or addition
will,  in  fact,  be  built).  Landlord further reserves the right to change the
access  points  to the regional development, the parking area, and/or the common
areas  and to otherwise modify any items or matters indicated on this Exhibit at
any  time  and  from  time  to  time.

                   [DIAGRAM OF SHOPPING CENTER - "SITE PLAN"]


                                                        Exhibit "A", page 1 of 3

<PAGE>


                                   EXHIBIT "A"


                             [DIAGRAM - LOWER LEVEL]

                             [DIAGRAM - UPPER LEVEL]

Jersey  Gardens
Elizabeth,  New  Jersey

                                                       Exhibit "A", page 2 of 3

<PAGE>

                                 JERSEY GARDENS

                                   EXHIBIT "A"


                      [DIAGRAM - CINEMA RIDE (1111) RETAIL]


                          SPACE NUMBER 111, LOWER LEVEL


                                                        Exhibit "A", page 3 of 3

<PAGE>

                                   EXHIBIT "B"

                                Legal Description

                       WRITTEN DESCRIPT ION OF PARCEL "F"
                               JERSEY GARDENS MALL
                   CITY OF ELIZABETH, UNION COUNTY, NEW JERSEY
                                     1345801

Commencing  at  the  intersection  of the southwesterly line of Central Railroad
Company  of  New  Jersey,  the easterly line of Kapkowski Road (80 foot r.o.w.),
said  point  being 1,455.00 feet from the intersection of the easterly r.o.w. of
Kapkowski  Road  with  the  southerly  r.o.w.  of North Avenue East and running;
thence  along  the  following  coarse  to  the  Point  of  Beginning:

A.     Traveling  along  a  common  boundary  line  with the properties owned by
Central     Railroad  Company of New Jersey and Allied Signal Corporation, South
62*29'49"     East  a  distance  of  10.00 feet to said Point of Beginning, said
point  being  marked  by     concrete  monument,  thence;

1.     South  62*29'49"  East,  a  distance  of  2619.25  feet,  thence
2.     South  27  *  30'11  "  West,  a  distance  of  356.30  feet;  thence
3.     South  62*29'49"  East,  a  distance  of  165.00  feet;  thence
4.     South  27*30'11"  West,  a  distance  of  1056.00  feet;  thence
5.     North  62*29'49"  West,  a  distance  of  165.00  feet;  thence
6.     South  27  *  30'11"  West,  a  distance  of  200.00  feet;  thence
7.     North  61*23'38"  West,  a  distance  of  639.36  feet;  thence
8.     North  60*02'16"  West,  a  distance  of  1631.50  feet;  thence
9.     North  46*58'22"  West,  a  distance  of  373.63  feet;  thence
10.    North  45*23'39"  West,  a  distance  of  88.80  feet;  thence
11.    North  44*36'21"  West,  a distance of 263.93 feet to the beginning of a
       curve  tangent  to said  line;  thence
12.    Northeasterly  a  distance of 116.40 feet along the curve concave to the
       northwest,  having  a  radius  of  390.00 feet and a central angle of
       17*06'10"; thence
13.    North  27*30'11"  East tangent to said curve, a distance of 1036.92 feet
       to  the  Point  of Beginning.

Encompassing  an  area  of  98.41  Acres.
                                                         Exhibit "B" page 1 of 1

<PAGE>


                                   EXHIBIT "C"


                           VANILLA BOX WITH STOREFRONT


Reference is made to that certain memorandum entitled "Tenant Handbook" ("Tenant
Handbook"), and all addenda thereto issued by Landlord, a copy of which has been
or  will be furnished to Tenant and all of the terms and provisions of which are
incorporated  herein  in  full by this reference. Notice is given to Tenant that
the  terms and provisions of this Exhibit "C" are general and approximate due to
the  varying  physical  characteristics  of  the several premises comprising the
Shopping  Center.  Tenant  is advised to review the Tenant Handbook carefully in
order  to determine the particular construction details applicable to the leased
premises.  In  view  of  the  foregoing, it is understood and agreed that in the
event  of  a  conflict between the provisions of this Exhibit "C" and the Tenant
Handbook,  the  provisions  of  the  Tenant  Handbook  shall  govern.
                                                              -------

                                                  SEE ATTACHED RIDER FOR INSERTS

I.     DESCRIPTION  OF  LANDLORD'S  WORK

The  following  work  shall  be  (or  has  been)  performed  by the Landlord, at
Landlord's  expense,  except  as  otherwise  provided:

A.     Utilities

1.      Plumbing.     As  required  by  code, Landlord shall install, for leased
premises  in  excess of the minimum square footage, the necessary plumbing for a
toilet  room,  inclusive  of  a  toilet,  sink,  hot  water  system, and related
fixtures.  Work shall include all necessary waste piping, vent piping, water and
waste  connections  to laterals and stubs at a location indicated on the Vanilla
Box  drawings  to  provide  a  complete  handicapped  accessible  restroom.

2.     Electrical.     A  277/480  volt  -  three (3) phase, five (5) wire or as
required by code, service panel shall be located in leased premises by Landlord.
            ----
Landlord  shall  provide  a  five  wire  service  meeting  code  requirements.
                                                  SEE ATTACHED RIDER FOR INSERTS

Landlord's  electrical  work  in  leased  premises  shall  be  limited  to:

a . Electrical panel with sufficient amperage to accommodate Landlord's standard
"Vanilla  Box"  specifications, not to exceed fifteen (15) watts per square foot
(inclusive  of  power,  lighting  and  heating  loads).

b.  Landlord  will  install 24" x 48" 3 lamp lay-in florescent lighting fixtures
with electronic ballast and parabolic tens (one [1] fixture for every 100 square
feet of floor area). The aforesaid shall be Landlord's sole responsibility as to
lighting  fixtures  and  installation  thereof  except as set forth in item 2.c.
below.  All  additional  lighting  will  be  by Tenant, at Tenant's expense, and
subject  to  Landlord's  approval.

C.  Landlord  shall  provide  track only for track lighting at storefront. Track
fixtures  shall  be  furnished and installed by Tenant, at Tenant's expense, per
Landlord's  specifications  in  the  Tenant  Handbook.

d.  Wall  receptacles  to  be provided on the basis of one (1) duplex outlet per
every  20  lineal  feet  along the perimeter of the leased premises plus one (1)
duplex  receptacle  adjacent  to the electrical service panel and one (1) duplex
receptacle  adjacent  to  Tenant's  storefront  as  required  by  code.

e.     Exit  sign(s)  per  code.

f.     One  (1)  electrical  feed  for Tenant's storefront sign, terminated in a
junction  box   located     adjacent  to  the  Tenant's  storefront.

g.     Electrical  work  related  to one (1) toilet room as a part of Item A. 1.
above.

h.     Electrical  hook-tip of fire alarm and smoke exhaust as required by code.

3.  Telephone Service. A telephone terminal with cable capacity for the Tenant's
use,  will  be (or has been) installed at a location determined by the Landlord,
Tenant shall, at Tenant's expense, provide telephone wiring and connections from
a  common  operation  board  to  the  leased  premises. The Tenant shall pay the
telephone  company for any charges imposed by the telephone company for any work
which  affects  the  leased  premises.







                                                         Exhibit "C" page 1 of 8

<PAGE>

B.     Fire  Protection

1  .  Sprinklers.  An  automatic  fire  sprinkler  system shall be (or has been)
installed  throughout  the  leased  premises to accommodate Landlord's described
Vanilla  Box  in  compliance with the Landlord's insurance underwriter and local
and  state  governmental  agencies. Said hydraulic system will be engineered and
installed  to  accommodate  Landlord's  Work  as described in this Exhibit  "C".

Any modifications required to accommodate Tenant's requirements such as interior
partitions,  soffits,  bulkheads  or  displays, shall be performed by Landlord's
sprinkler contractor, at Tenant's expense of ($140.00), per head, if added prior
                                                                           -----
to  Landlord's Vanilla Box construction; and at Tenant's expense of $185.00, per
head,  if  added  or  relocated  after  system  has  been  installed.
                                 -----

After  the  sprinkler  system  is activated, a shut down fee of $300.00 per shut
down  will  be  charged  to  Tenant,  at  Tenant's  expense.

2.  Fire  Extinguishers.  Tenant shall furnish and install fire extinguishers as
required  by  applicable  governmental  authorities,  including  the  local fire
department  and  Landlord's  insurance  carriers  and  underwriters.

Any  additional  fire  suppression  systems,  such  as  used in food preparation
equipment,  must  be  provided  by  Tenant, at Tenant's expense, and approved by
Landlord.

C.     Heating,  Ventilating  and  Air  Conditioning

1.  Landlord  shall  provide and install a complete heating, ventilating and air
conditioning  ("HVAC")  system  necessary  to  service  the  leased  premises in
accordance  with the Tenant Handbook and applicable code requirements Landlord's
system  has  been  designed to utilize the area above Tenant's ceiling line as a
return  air  plenum. The equipment to be installed by Landlord shall include air
distribution  equipment,  VAV boxes, heating where applicable and cooling coils,
diffusers,  grills,  fire  dampers,  duct  work,  duct installation, temperature
controls,  wiring,  special  exhaust  equipment, final hook-up, smoke detectors,
smoke  evacuation  system,  and  any  other  items  required for a complete HVAC
system.

2.  HVAC  equipment is permitted on the roof only in locations designated by the
Landlord.  Special  exhaust  equipment  as  required  by applicable governmental
authorities  and by Landlord for special tenant needs such as, nail salons, hair
salons, pet stores or other uses as determined by Landlord shall be installed by
Tenant,  at  Tenant's  expense, per Landlord's specifications. See also item C.3
below  for  roof  walkway  treads.

3.  Roof  walkway  treads  will be installed by Landlord's roofing contractor at
Tenant's  expense
at  all  Tenant  added  roof  mounted  equipment,  as  described  in C.2. above.

4.  Landlord  will  furnish  and  install  a  smoke  evacuation system as may be
required  by  code.

D.     Floors

Landlord  shall  install  (or  has  installed) structural floor slabs within the
leased  premises in accordance with standard project details and specifications.
No  cutting,  boring  or  penetrations  of  structural slabs shall be permitted.

E.     Partitions

Landlord shall provide demising partitions complete with drywall to 12'-0" above
finish  floor  and ready for Tenant's finish. Landlord's responsibility shall be
limited  to  the  demising partitions between lease spaces or exterior walls (if
applicable)  or  lease  line.

F.     Service  Door

Landlord  will  install  service doors complete with hardware between the leased
premises  and  the  truck receiving facilities, project corridor or exterior, if
indicated  on  Landlord's  plans,  and elsewhere when required by code. Landlord
shall  provide  Tenant's  identification  signage  on  service door, at Tenant's
expense.





                                                         Exhibit "C" page 2 of 8

<PAGE>

G.     Storefront

1.  Landlord  will  construct  the  Landlord  approved storefront, including all
required  supports,  storefront  framing,  track  lighting  fixtures,  gates  or
grilles,  glass,  glazing  and  finishes.

2. The design of the storefront shall be determined by Landlord and as indicated
in the standards of design and construction contained in the Tenant Handbook. In
any  event,  the  storefront  shall  be  subject  to  the  prior approval of the
Landlord's  Design  Representative.

3.  All  rollup  gates,  grilles or doors shall be in accordance with the Tenant
Handbook,  and subject     to  Landlord's  approval.

4.  Neutral  Piers  Between  Tenant  Stores.  Where  desirable in the Landlord's
opinion,  a vertical pier  will be located at the storefront line between stores
at Tenant's expense.

5.  Storefront  signage  is  by  Tenant  at  Tenant's  expense.

6.  All  storefront  design and construction to be in accordance with the Tenant
Handbook.

H.     Ceiling  Grid

1.  Landlord  shall install a 2' x 2' white commercial grade acoustic metal grid
only  at  a  height  of  11'-6"  above concrete floor. Said grid system shall be
installed  45  degrees  from Tenant's demising partitions. Any alteration to the
grid  or  the  addition of acoustic tile shall be by Tenant at Tenant's expense,
and  subject  to  Landlord's  approval.

2.  No  combustible  materials  will  be permitted above the ceiling. The Tenant
shall  not hang any materials or fixtures from the roof deck, floor deck, joist,
truss  bridging, or bottom chord of bar joints except at joist panel points. All
hanging  shall  be  done  from  the top chord of joists by means of trapeze-type
hangers.  Any  such  "hangers"  shall  be  subject  to the prior approval of the
Landlord.

3. Tenant shall not hang anything from the ceiling grid system or the storefront
system.

                                                  SEE ATTACHED RIDER FOR INSERTS

I.     Energy  Service  Charge

1.  It  is  Landlord's  intent  to establish an Energy Service Charge which will
cover  Tenant's  usage charges for receiving a group of utility services such as
sanitary  sewer,  gas,  domestic water, electrical service, heating, cooling and
ventilation,  at  the leased premises, as Landlord shall determine, from time to
time.

2.  The Energy Service Charge established by Landlord shall be equal to, or less
than,  what  those utility usage charges would be if Tenant was charged directly
from  the  applicable  utility  provider(s).

3.  Tenant shall complete and submit a certified Energy Consumption Report which
report  shall be verified by Landlord's representative. This report shall be the
basis  of calculating the Energy Service Charge. Tenant shall submit said report
on  an  annual  basis  to  Landlord.

11.     DESCRIPTION  OF  TENANT'S  WORK

A.     All  finish  work in leased premises, in accordance with this Exhibit and
the  Tenant  Handbook.

B.     Store  fixtures  inclusive  of  acquisition  and  placement.

C.     All  other  construction  work  or  costs  not  specifically set forth as
Landlord's  Work.

D.     Tenant  shall  furnish  or install all signs in accordance with the Lease
Exhibit  "D"  and  the  Tenant

Handbook.

E.  All  of  Tenant's  work  shall  conform  to  and comply with, all applicable
statutes,  ordinances,  regulations, codes and to the requirements of Landlord's
insurance  underwriters.  The  Landlord's  approval  of plans and specifications
shall  not  constitute  an acknowledgment that work done in accordance therewith
will  so  conform, and the Tenant shall be solely responsible for corrections in
the Tenant's work required by any governmental agency or insurance underwriters.

                                                         Exhibit "C" page 3 of 8

<PAGE>

F.     No  approval by the Landlord shall be valid unless the same be in writing
and  signed  on  behalf  of  the  Landlord.

G.     All  storefront signage and graphics in accordance with Exhibit D and the
Tenant  Handbook.

H.     PROCEDURES  AND  SCHEDULES  FOR  THE  COMPLETION  OF  PLANS  AND
SPECIFICATIONS

     Tenant's  plans  for  design  and  completion of improvements to the leased
premises  shall  be  prepared by an architect or registered engineer licensed in
the  State of New Jersey, the City of Elizabeth or other applicable governmental
authority.  Within  ten (10) days of execution of the Lease, Tenant shall notify
Landlord  of the name, address and contact person of its architect or registered
engineer,  and  construction  representative.

A.     Store  Preliminary,  Design  Drawings

     Following execution of the Lease by Landlord, Landlord shall furnish Tenant
with  one  (1) set of prints of Space Layout Drawings (Shell Package), including
one  (1)  copy  of  Landlord's  Tenant  Handbook,  giving  technical  and design
information  relative  to  the  leased  premises.

B.     Store  Preliminary  Design  Drawings

1.  Within fifteen (15) days of whichever of the following shall be the later to
occur:  (a)  receipt of Space Layout Drawings from Landlord or (b) the execution
of  this  Lease,  Tenant  shall  submit  to Landlord one (1) set of reproducible
prints  and  three  (3) sets of blueprints of Store Preliminary Design Drawings,
showing the intended design, character, and finishes of the leased premises. The
Store  Preliminary  Design Drawings shall comply with the design criteria of the
project as set forth in the Tenant Handbook and shall set forth the requirements
of  Tenant  within  the leased premises. Said Drawings shall include, but not be
limited  to  the  following:  architectural  design  of  the premises, including
signage,  floor  plans,  elevations,  sections,  renderings  and  color  boards,
indicating  material  and  color  selections  and  finishes.

2.  As  soon  as practicable after receipt of Store Preliminary Design Drawings,
Landlord  shall  return  to  Tenant  one  (1) set of prints of Store Preliminary
Design  Drawings  with  its  suggested  modifications  and/or approval. If, upon
receipt  of  approved  Store  Preliminary  Design  Drawings  bearing  Landlord's
comments,  Tenant wishes to take exception thereto, Tenant may do so in writing,
by  certified  or  registered  mail addressed to Landlord, within seven (7) days
from date of receipt of Store Preliminary Design Drawings. Unless such action is
taken,  it  will  be  deemed  that  all  comments  made by Landlord on the Store
Preliminary  Design  Drawings  are  acceptable  to  and  adopted  by  Tenant.

3.     If  Store  Preliminary  Design  Drawings  are  returned  to  Tenant  with
comments,   but  not bearing     approval   of    Landlord,   said   Preliminary
Design  Drawings   shall  immediately be  revised  by Tenant and resubmitted to
Landlord for approval within seven (7) days  of  their  receipt  by  Tenant.

4.     Tenant's plans shall be submitted in accordance with the Tenant Handbook,
space  layout  drawings  and  the  executed  Lease.

C.     Store  Working  Drawings  and  Specifications

1.  Store  Working  Drawings  and  Specifications  shall  be  prepared in strict
compliance  with  the  design  criteria, as set forth in the Tenant Handbook and
requirements as set forth and incorporated into this Exhibit and shall adhere to
the  Store  Preliminary  Design  Drawings as approved by Landlord. Store Working
Drawings shall be submitted to Landlord within twenty-one (21) days from receipt
by  Tenant  of  Landlord's written approval of Tenant's Store Preliminary Design
Drawings.

2.     All  Store  Working  Drawings  and  Specifications  prepared  by Tenant's
architect  shall be submitted to Landlord for approval, in the form set forth in
the  Tenant  Handbook.

3.  Prior  to  the  start  of  Tenant's  construction or within ten (10) days of
receipt of Landlord's invoice, whichever is earlier, Tenant shall pay Landlord a
Plan Review Fee which shall reimburse Landlord for the review time, reproduction
costs  and  postage  or  delivery  cost:






                                                         Exhibit "C" page 4 of 8

<PAGE>

Shell  spaces     $.50/SF,   but  not  less  than     $1,500.00
Food  Court       $.75  SF,  but  not  less  than     $1,800.00
Restaurants       $.50  SF,  but  not  less  than     $2,500.00
Vanilla  Box      $.25  SF,  but  not  less  than     $  750.00

4.  Tenant  shall  submit  sign drawings to Landlord for approval. Said approval
shall  be  in  accordance with Exhibit "D" and the Tenant Handbook. Tenant shall
not  install  signs  without  Landlord's  written  approval.

5. As soon as practicable after Landlord's receipt of Store Working Drawings and
Specifications,  Landlord  shall return to Tenant one (1) set of prints of Store
Working  Drawings  and  Specifications  with  its suggested modifications and/or
approval. If, upon receipt of approved Store Working Drawings and Specifications
bearing Landlord's comments, Tenant wishes to take exception thereto, Tenant may
do  so  in writing, by certified or registered mail addressed to Landlord within
seven  (7)  days  from  the  date  of  receipt  of  Store  Working  Drawings and
Specifications. Unless such action is taken, it will be deemed that all comments
are  acceptable  to  and  adopted  by  Tenant.

6.  If  Store  Working  Drawings  and Specifications are returned to Tenant with
comments,  but not bearing approval of Landlord, said Store Working Drawings and
Specifications  shall  immediately  be  revised  by  Tenant  and  resubmitted to
Landlord  for  approval  within  seven  (7)  days  of  their  receipt by Tenant.

D.     Commencement  of  Construction

1.  Tenant  shall start construction of the leased premises not later than seven
(7)  days  from  either  of the following dates, whichever shall be the later to
occur:  (1)  The  date of receipt by Tenant of written notice from Landlord that
Landlord has substantially completed Landlord's Work (other than such work which
cannot be performed by Landlord until Tenant makes leased premises ready for the
performance  thereof)  and that the leased premises are ready for Tenant's Work,
in  accordance  with approved plans and specifications; or (2) the date on which
Tenant receives Landlord's approval of drawings and specification for the leased
premises.  Tenant  shall  carry  such  construction  to  completion with all due
diligence.

2.  Prior  to  commencement of construction, Tenant or Tenant's contractor shall
meet with Landlord's On-Site representative to assure Tenant's understanding and
adherence  to  the  requirements  defined  in  the  Tenant  Handbook.

3.     Prior  to  commencement  of construction, Tenant shall submit to Landlord
all  required submittals  as  listed  in  the  Tenant  Handbook.

E.     General  Requirements

1.  Tenant's  plans  must conform to the requirements of the State of New Jersey
and all other applicable codes and governing agencies inclusive of the Americans
With  Disability  Act  (ADA)  and  the  City  of  Elizabeth.

2.  Tenant  shall  not  commence  Tenant's  Work  prior to receipt of Landlord's
written approval of the working drawings and specifications. Tenant's Work shall
be  coordinated  with  the  work being done by Landlord and/or other tenants' of
Landlord  in  order  that such work will not interfere with, damage or delay the
completion  of  work  by  Landlord  and/or other tenants' of Landlord. A copy of
Tenant's approved working drawings bearing Landlord's stamp of approval shall be
available  at  Tenant's  location,  during  construction  and  after.

3.     Tenant's Work shall be performed in a first-class, workmanlike manner and
shall  be  in  good  and  usable  condition  at  the date of completion thereof.

4. Landlord shall have tile right (but shall not he obligated) to have performed
by  its  own  contractor or subcontractors, on behalf of and for tile account of
Tenant,  any  of Tenant's Work which Landlord determines, in the interest of the
expediting  the  work   of   the  project,  should  be  so  performed.  Landlord
contemplates  that the work which Landlord shall in any event require to be done
by  Landlord's  contractor  or  subcontractors will include, without limitation,
work  which affects any structural components of, or the general utility systems
for,  the  building  in  which  the  leased premises are located. Landlord shall
notify Tenant of work which will be required to be done by Landlord's contractor
or  subcontractor before Tenant commences performance of any substantial part of
its  work. Tenant shall promptly, on demand, reimburse Landlord for all costs of
planning  and  performing such work when and as incurred by Landlord and for any
cost  incurred  by  Landlord  in





                                                         Exhibit "C" page 5 of 8

<PAGE>

obtaining   all   permits   in   connection   therewith.   Notwithstanding   the
aforementioned,  it  is  the responsibility of Tenant to obtain all pen-nits and
approvals.

5.     No  approval  by  Landlord  shall  be valid unless same be in writing and
signed  on  behalf  of  Landlord.

6.     Prior to commencement of Tenant's Work and until the last to occur of (a)
the  completion  of  Tenant's  Work,  or (b) the Commencement Date, Tenant shall
maintain,  or cause to be maintained, casualty insurance in builder's risk form,
covering  Landlord,  Landlord's  mortgagee, Landlord's agents and beneficiaries,
Landlord's  architect,  Landlord's  contractor or subcontractors, Tenant and its
contractors  as  their  interest  may  appear,  against  loss or damage by fire,
vandalism  and  malicious  mischief,  and  such  other  risks as are customarily
covered  by the so-called "extended coverage endorsement" upon all Tenant's Work
in  place,  and  all  materials  stored  at  the  site  of Tenant's Work and all
materials,  equipment, supplies and temporary structures of all kinds incidental
to Tenant's Work and builder's machinery, tools and equipment, all while forming
part of, or contained in, such improvements or temporary structures while on the
leased  premises  or  when  adjacent  thereto while on malls, drives, sidewalks,
streets  or  alleys,  all  in  the full insurable value thereof at all times. In
addition, Tenant shall require all contractors and subcontractors engaged in the
performance  of  Tenant's  Work  to effect, maintain and deliver to Tenant (with
copies  thereof  to Landlord) certificates evidencing the existence of, prior to
the commencement of Tenant's Work and continuing through completion thereof, the
following  insurance  coverages:

a.  Workers'  Compensation Insurance in accordance with the laws of the-State of
New  Jersey,  including  Employer's  Liability  Insurance,  with  a limit of Two
Million  Dollars  ($2,000,0000.00)  per accident, or such higher limit as may be
required  by  law.

b.  Comprehensive  General  Liability Insurance against bodily injury, including
death  resulting  therefrom,  with limits of Two Million Dollars ($2,000,000.00)
per  occurrence  and against property damage to the limit of Two Million Dollars
($2,000,000.00).

C.  Automobile  Insurance,  including  "non-owned"  automobiles,  against bodily
injury,  including  death  resulting  therefrom,  to  the  limits of Two Million
Dollars  ($2,000,000.00) per occurrence and against property damage to the limit
of  Two  Million  Dollars  ($2,000,000.00).

7.     In  any  contract  or undertaking which Tenant may make with a contractor
for  work in the leased premises, provision shall be made for the dismissal from
the  job  of  a worker whose work is, in Landlord or Landlord's representative's
reasonable  judgment,  unskilled or otherwise objectionable, and any such worker
shall be discharged and Tenant shall exonerate, indemnify and hold Landlord, its
agents  and employees harmless from any loss, cost, damage or liability incurred
by  reason  of  compliance  with  any  such  demand.  Tenant  shall  require its
contractor or subcontractors to use every legal effort to prevent work stoppages
on  the leased premises, or elsewhere in the Project, to the extent attributable
to  work  being performed on the leased premises, irrespective of the reason for
any  such  stoppage,  in  recognition  of  the  fact  that  it  is of the utmost
importance to Landlord and all those occupying or to occupy space in the Project
that  there  be  no interruption in the progress of the work and to that end, in
the  event  that  the  conduct  or  presence of any employee(s) of Tenant or its
contractor(s)  or  subcontractor(s)  cause  a  labor  -dispute or work stoppage,
Tenant  expressly  agrees  to have such employee(s) immediately removed from the
Project  upon Landlord's request, and Tenant's failure to do so shall constitute
a  default under the Lease. Tenant shall exonerate, indemnify and hold Landlord,
its  agents  and  employees  harmless  from any loss, cost, damage, or liability
incurred  by  reason  of  compliance  with  any  such  demand.

Landlord's  contractor  has included in its contract with all subcontractors the
following Harmony Clause. Tenant shall require this Clause to be included in all
contracts  with Tenant's general contractor, Tenant's subcontractor's as well as
requiring  Tenant's  general  contractor  to include same in their contract with
subcontractors  so  that  there shall be no interruption in the process of work.
Harmony  Clause:

"It  is  understood  that  contracts will be awarded by the contractor and labor
will  be employed on the Project without discrimination as to whether employees,
agents,  suppliers  and/or  subcontractors  of  the  contractor  or  any  other
subcontractor, including those that may be employed by the Owner of the Project,
are  members  or non-members of any labor or collective bargaining organization,
and  the  Subcontractor  accepts  this  contract  with  this  understanding.

There shall be no manifestations on the Project of any dispute between any labor
organization  and the subcontractors. The contractor and subcontractor agrees to
employ men, agents, suppliers and subcontractors who will perform the work under
his  subcontract,  whether  or  not  other  employees  or





                                                         Exhibit "C" page 6 of 8

<PAGE>

mechanics  on  the Project are members or non-members of any labor or collective
bargaining  organization.

The  contractor  and  subcontractor  agree  not  to participate in or permit any
cessation of work which may occur as a result of any labor dispute. Should there
be  a  work stoppage caused by a strike, picketing, boycott, or any cessation of
work  by  employees  of  the  subcontractor,  his  agents,  suppliers  and/or
subcontractors,  which  in the sole judgment of the contractor will cause, or is
likely  to  cause, unreasonable delay in the progress of construction, then upon
forty-eight (48) hours of written notice, delivered either in hand, by telegram,
or  registered  mail,  the  contractor  shall  have  the  right  to  declare the
subcontractor  in  default  of  this  subcontract,  and  upon  such  notice, the
contractor  shall  have  the right to take such steps as are necessary to finish
the  uncompleted  portion  of  the work to be performed by the subcontractor. In
such  event,  the  contractor shall have the right to take possession of and use
all  of the subcontractor's materials (exclusive of tools), intended for the use
on  the  subcontractor's  remaining  interest in the subcontracted price. If the
cost  of  completion  exceeds  the  subcontractor's  remaining  interest  in the
contract  price, then the subcontractor agrees to pay the contractor such excess
within thirty (30) days after presentation of documented written demand for such
excess  has  been  made  upon  him  by  the  contractor.  "

Notwithstanding  the  foregoing,  Landlord  has  required  its  contractors  and
subcontractors  to  employ union labor at a rate of pay not less than prevailing
wages  as  provided  in  statutes applicable to the City's public work statutes,
including  without  limitation  N.J.S.A34:11-56.25 et seq. and valid regulations
thereunder  to the extent legally required - and that each shall comply with the
valid  affirmative  action  obligations  imposed  by  the City of Elizabeth, New
Jersey.

8. Tenant's Work shall be subject to the inspection and approval of Landlord and
Landlord's  architect.  Landlord  shall  have  the  right  to stop Tenant's Work
whenever  necessary  to  obtain  compliance  with applicable building and safety
codes  or the approved Working Drawings and Specifications. Any of Tenant's Work
which  does  not  comply  with  Tenant's  approved  Store  Working  Drawings and
Specifications  shall  be  corrected  within  seven  (7) days of notification to
Tenant.

9.  Tenant  shall  apply  and  pay  for  all  required  gas  utility  meters.

10.  Upon  the  completion of Tenant's Work, all facilities shall be in full use
without  defects.

11.  Landlord  shall  have the right to order Tenant or Tenant's contractors who
willfully  violate  any  of  the above requirements to cease work, and to remove
their  equipment  and  employees  from  the  Project.

12.  Tenants'  contractors  whose  contract  values  are in excess of $50,000.00
shall furnish 100% Performance and Labor and Material Payment Bonds, naming both
Tenant  and  Landlord.

13.  When  required,  Tenant will provide temporary heat for the leased premises
during  construction.  No "open burners" are permitted; the use of all temporary
heating  fuel  must  be  approved  by  Landlord.

14.  If  required by law, Tenant shall cause Tenant's Contractor (Contractor) to
obtain a Notice of Commencement form from Tenant and shall serve the Notice upon
all  subcontractors  within  ten  (10)  days  of  receipt. In addition, Tenant's
Contractor  shall  post  and  maintain the Notice of Commencement posting at all
times  at  the  jobsite.  Tenant  shall cause Tenant's Contractor to obtain lien
waivers  from  all subcontractors or suppliers who have a contract with Tenant's
Contractor  or  provide  services  or  supplies,  or  have  provided  Notices of
Furnishing,  and  shall deliver such lien waivers and Tenant's Contractor's lien
waivers  to  Tenant  with  each  pay  request.

15.  Tenant  shall  submit  to  Landlord,  at  time of final submission of final
working  plans  to Landlord for approval, an itemized statement of the estimated
costs  of  construction  and  fixturing, including architectural and engineering
costs  and  contracting fees. See paragraph III.F. below for furnishing evidence
of  subject  expenditures  to  Landlord.

16.  Tenant  shall  cause its contractor to provide a minimum one-year warranty,
naming  both  Tenant and Landlord, against defects in workmanship, materials and
equipment,  inclusive  of a five (5) year compressor warranty on heating/cooling
equipment  for mechanical equipment supplied by the Tenant, copies of which will
be  submitted  to  Landlord  (if  applicable).

17.     Tenant  and Tenant's Contractor will comply fully with P.L. 1975, C. 127
(N.J.A.C.  17:27).





                                                         Exhibit "C" page 7 of 8

<PAGE>


F.     Close-Out  Requirements

Upon  the  completion  of  Tenant's  construction  and fixturing work within the
leased  premises,  Tenant  shall submit to Landlord, as provided in this Exhibit
and  the  Tenant  Handbook  the  following:

1. Evidence of the satisfactory completion by Tenant of the work to be performed
by  Tenant  under  this  Exhibit,  in  accordance  with good workmanship and the
approved  Working  Drawings  and  Specifications  therefor.

2.  Waivers  of  lien  and  sworn  statements in such form as may be required by
Landlord,  from  all  contractors,  subcontractors  and other persons performing
labor  and/or  supplying materials in connection with such work showing that all
of  said  persons  have  been  compensated  in  full.

3.  Detailed  breakdown  or Tenant's final and total improvement costs, together
with  receipted  final  invoices  showing  payment  of  such  costs.

4.  Submission  by  Tenant  to  Landlord  of  the  warranties for the benefit of
Landlord  on  the  workmanship,  materials  and  equipment incorporated into the
leased  premises  as  required  by  this  exhibit.

5.  A  copy  of  the  certificate  of  occupancy  for  the  leased  premises.

6.  One  (1)  set  of  as-built  construction  drawings.

7.  Copy  of  required  service  contracts.

8.  Tenant shall complete and submit a certified Energy Consumption Report which
report  shall be verified by Landlord's representative. This report shall be the
basis  of calculating the Energy Service Charge. Tenant shall submit said report
on  an  annual  basis  to  Landlord.






                                                         Exhibit "C" page 8 of 8

<PAGE>

                                   EXHIBIT "D"

                                  SIGN CRITERIA

1.     SIGN  CRITERIA

     A.     Tenant  is required to establish its identity in the leased premises
by  a Primary Sign mounted in the designated area above the storefront entrance.
The  general criteria for the design of Tenant's signage ("signage criteria") is
set  forth  below.  More  specific  sign criteria for the project as a whole and
certain  tenants in certain designated locations such as in food courts and mall
courts  is  set  forth in the Tenant Handbook hereinafter referred to as *Tenant
Handbook". Graphic design, materials, construction and installation of all signs
must  be  reviewed  and  approved  by  the  Landlord.

     B.     Costs  incurred  in design, construction and installation as well as
maintenance  shall be the responsibility of Tenant. The Team must obtain permits
to  erect and connect the sign from local community officials before the sign is
installed.

     C.     It  is  intended that the signage be developed in an imaginative and
varied  manner as to create a lively atmosphere and to enhance the architectural
treatment  of  the  facade  in  general  and  be  harmonious  with  the  overall
architecture  and  thematic  consideration  of  the mall in particular. Although
current  signage  practices  of  the  Tenant  shall be considered, they will not
govern  the  signs  to  be  installed.

     D.     The  Tenant's storefront sign shall occupy an area of the storefront
facade  designated  in  the  Tenant  Handbook  and/or the Lease Outline Drawing,
and/or  by  the  Project  Architect. The area shall total no more than eight (8)
square  feet  for  up to a thirty foot (30') storefront; twelve (12) square feet
for  up  to  a forty foot (40') storefront; sixteen (16) square feet for up to a
fifty foot (50') storefront. The design of the storefront is to be considered by
Tenant  in  the development of signage. In general, signs will be mounted on the
signband  above  the  door.  Variation  of  this  criteria  shall  be subject to
Landlord's  prior  written  approval, which shall be solely at the discretion of
Landlord.  No sign shall be installed closer than three feet (3'00) from the end
of  the  storefront  on  both  sides.

     E.     Signage  shall be limited to the trade name of the store. Additional
elements  will  be  considered  as  long  as  they enlarge, expand, or otherwise
clarify  the  name  of  the  store.

     F.     Signs  which are comprised of unaltered sans serif typefaces are, in
general,  unacceptable,  as  will  be  signs or type faces which am difficult to
read.

     G.     The  use  of  corporate identifications or logos will be considered,
but prior use or identification with the particular sign or logo will not govern
Landlord's approval for Tenant use. Tenant agrees that Landlord's rejection of a
particular  logo  or sign shall not constitute a violation of Lease by Landlord.
In  the  case  of conflict between the sign criteria and other provisions of the
Lease,  Tenant  agrees  that  the  sign criteria and Landlord's discretion shall
prevail.  Tenant shall not hold Landlord liable for damage or injury as a result
of  the sign criteria or the implementation of the sign criteria by agreement of
both  parties.

     H.     A  variety  of  fabrication  materials  shall be considered, however
construction shall be guaranteed for a period of at least five (5) years against
peeling,  cracking,  crazing, blistering, or any other degradation of surface or
materials.  Tenant  shall  obtain,  from  manufacturer  of the sign, a Five year
warranty covering the condition of finished surfaces, construction and operation
of  sign.

     I.     All  electrical  signs  shall  carry  approval  of  Underwriters
Laboratories  on  all  component  parts  and  on  the  complete display. Maximum
brightness  of  lit  signs  shall be fifty  (50') Lambers measured one foot (l')
from  the  source  of  light.  No  blinking,  moving or flashing lights shall be
allowed.  Surface  lighting  may  be reduced in order to accentuate lit signage.
There will be no special advantage in terms of visibility of internally lit over
externally  lit  signs.

J.     No  exposed  raceways,  ballast  boxes or electrical transformers will be
permitted  except  as  required  to  be  exposed  by  local  building  codes.

K.  Landlord  shall  not  be  responsible  for  signs  improperly  installed  or
manufactured.  and  those signs not meeting code requirements shall, at Tenant's
expense, be removed and built W Code specifications before reinstallation. Signs
meeting  landlord's  sign criteria but not meeting local Code requirements shall
be  the  responsibility of Tenant, and Tenant agrees not to hold Landlord liable
for  costs  due  to  conflict  between these sign criteria and Code, should such
conflict  exist  under  present  Code  or  to  future  changes  in  Code.

                                                         Exhibit "D" page 1 of 2

<PAGE>



     L.     Notwithstanding  anything  herein  contained to the contrary, Tenant
shall  have  the right to replace any existing sign(s) of said Tenant as long as
such replacement meets the sign criteria listed within this document, the Tenant
Handbook,  and  is  accompanied  by  Landlord's  prior written approval prior to
installation.

     M.     No  other  signs  of  any  type  or purpose, permanent or temporary,
shall  be  permitted  to  be  displayed  upon  the facade, windows or within the
dimensions prescribed in Section 8.2 of the Lease, behind an unobstructed window
unless  and  until  such  sign  has  been submitted to Landlord and has received
Landlord's  prior  written  approval.  Landlord  shall be the sole judge of what
constitutes  an  unobstructed  window.  Signage  of  any  type installed without
Landlord  approval  shall  be  removed  before  said sign shall be considered by
Landlord  for  installation.

     N.     Landlord  shall  not  be  required to approve signage for any reason
other  than  conformance  with  sign  criteria  in this Exhibit D and the Tenant
Handbook. Scheduled opening dates and other time constraints shall not be reason
to  approve  signage  which  Landlord  otherwise  would  consider unsuitable for
manufacture  or  installation. Tenant agrees not to hold Landlord liable for any
damage  caused  to  Tenant  due  to  signage  or  lack of signage as a result of
Landlord's  insistence upon conformance with the sign criteria or the Landlord's
withholding  of  approval  of  submitted  signage.

     0.     In  the  event  that Tenant is unable to supply satisfactory signage
design by the fixturing period of Tenant's store, Landlord shall have the option
of  providing  such design. In such a case, Tenant agrees to pay, prior to store
opening,  all  expenses involved in the design, manufacture, and installation of
said  signage  plus  15%  cost of administration, and Tenant agrees to waive any
right  to  reject  said  signage  and  agrees not to oppose installation of said
signage.

     P.     Signage  indicated  on  drawings  submitted  for  reasons other than
signage evaluation (as described in Exhibit D and the Tenant Handbook) shall not
constitute  a signage submittal. No approval of such drawings and/or mechanicals
shall  constitute  approval  of  signage.

     Q.     Food  court  tenants  shall  be  permitted to install one menu board
within  the  leased  premises,  subject  to  Landlord's  prior design review and
written  approval.  Refer  to  the  Tenant  Handbook for type, size and location
allowed.

     R.     Procedure  for  Submittal  and  Approval  of  Sip  Drawings:

     1  .     Approval  of  store  design  drawings  or  working  drawings  and
specifications  for     Tenant's leased premises does not constitute approval of
any  sip work. Approval  of signs     shall be solely the right of Landlord, and
Tenant  must  submit all candidates for signage to the     Landlord for approval
in  the  form of sign designer's working drawings and/or manufacturer's     shop
drawings  before or assembly begins. Drawings by Tenant, its architect or anyone
not     qualified  to  produce  signage drawings are not acceptable. At the same
time  as  Tenant's     initial  submission  of  store  working  drawings  and
specifications  to  the  Landlord,  Tenant  shall     submit  one  (1)  set  of
reproducible  prints  and  specifications  and  three  (3)  sets of blue prints,
along  with  samples  of all material and colors, for all its proposed sip work.
The  drawings     shall  clearly  show  location  of sip on storefront elevation
drawing,  size and stroke     dimensions,     graphics, color, construction, and
attachment  details. Full information regarding electrical     load requirements
and  brightness  in  foot-candles  shall also be included. Landlord reserves the
right to reject signs not conforming to approved drawings regardless of stage of
completion     or  installation.

     2.  As  soon  as  practical  after receipt of sign drawings, Landlord shall
return  to  Tenant  one  (1)     set  of  such  sign drawings with the suggested
modifications  and/or  drawings  with  the     suggested  modifications  and/or
approval.  If.  upon  receipt  of  approved sign drawings bearing     Landlord's
comments,  Tenant  wishes to take exception thereto, Tenant my do so in writing,
by certified or registered mail addressed to Landlord within seven (7) days from
the  date  of     Tenant's  receipt of such sign drawings. Unless such action is
taken,  it  will  be  deemed  that all     comments made by Landlord on the sign
drawings  are  acceptable  to  and  approved  by  Tenant.

     3.  If  sign  drawings  and  specifications  are  returned  to  Tenant with
comments,  but  not     bearing  approval  of  Landlord,  said  drawings  and
specifications  shall  be  revised     immediately  by Tenant and resubmitted to
Landlord  for  approval  within  seven  (7)     days of their receipt by Tenant.
                                                         Exhibit "D" page 2 of 2

<PAGE>


                                   EXHIBIT "E"


     The  cost  and expenses of every nature and kind as may be paid or incurred
by  Landlord  as generally described in Section 8.02 of the Lease shall include,
but not be limited to; the cost and expense of: water, gas, sewage, electricity,
refuse  disposal  and  other  utilities, including without limitation all usage,
service,  hook-up,  connection,  availability  and/or  standby  fees  or charges
pertaining  to same, illumination and maintenance of regional development signs,
whether  located  on  or  off  the  regional  development  site; salaries of all
management  personnel;  maintenance,  repair  and  replacement  of  directories;
cleaning,  lighting,  snow  removal,  line painting and landscaping; the cost of
obtaining  and  operating  public  transportation  or  shuttle  bus systems; all
security  systems,  devices,  and  personnel,  which  Landlord,  in  its  sole
discretion, elects to provide and then only for so long as Landlord continues to
provide  such  security;  uniforms  for maintenance, administrative and security
personnel for the regional development; die cost and expenses of maintaining and
operating  any  off-site  landscaping.  berms,  retention ponds, drainage areas,
lighting,  and/or  private roads which serve the regional development (including
any  tax or assessment on such land and such improvements but only to the extent
such  are  not  reimbursed to Landlord under any other provision of this Lease).
but  in no event shall the same be included once such off-site am or facility is
sold  or  leased by Landlord; premiums for insurance to the extent maintained by
Landlord,  for  liability,  casualty  and  property  damage, including insurance
against  vandalism,  plate  glass breakage, fire and extended coverage insurance
and  such other coverage as determined by Landlord, and liability for defamation
and  claims of false arrest occurring in and about such areas (including payment
of  deductibles  under applicable insurance policies); maintaining and replacing
the  equipment  supplying music to the common areas; the reasonable depreciation
of  equipment  used  in  the  operation  and maintenance of such areas; personal
property  taxes;  all  costs and expenses of enforcing the rules and regulations
established  by Landlord for the Shopping Center; operation, maintenance, repair
and  replacement  of all or any pan of any parking structure located in or about
such  areas,  total  compensation  and benefits (including premiums for workers'
compensation  and  other  insurance) paid to or on behalf of persons involved in
the  performance  of  the  work  specified  in  Section  8.02  and this Exhibit;
accounting  and  legal  fees  in connection with the performance of the work and
responsibilities described in Section 8.02 and this Exhibit; repair, maintenance
and  cleaning  of  such areas; operation, maintenance, repair and replacement of
mechanical  equipment,  elevators,  escalators,  lighting  Fixtures  (including
replacement of poles, tubes and bulbs), compliance with laws, codes, ordinances,
rules  and regulations of any governmental authority; the operation, maintenance
and repair of any smoke evacuation system(s), energy management system, security
alarm  system,  and  all  other  items of equipment used in connection with such
areas;  supplies;  restrooms,  if any, located in or about such areas; cleaning,
lighting,  striping  and  landscaping,  curbs,  gutters, sidewalks, drainage and
irrigation systems, conduits, pipes and canals serving the regional development.

<PAGE>

                                    EXHIBIT F

                              RULES AND REGULATIONS

A.     The  following  rules  and  regulations  shall  apply to leased premises:

     1.     All  portions  of  the  leased  premises,  including  entrances  and
returns, doors,     loading and delivery areas. windows and plate glass shall be
maintained  in  a  safe,     neat  and  clean  condition.

     2.     Neither  sidewalks, nor pedestrian walkways shall be used to display
or  store     any  merchandise,  equipment  or  devices.

     3.     All  trash,  refuse  and  waste materials shall be regularly removed
from  the     leased  premises  and  until  such  removal shall be stored (a) in
adequate  containers,     which  containers  shall  be  located  so as not to be
visible to the general public, and (b)     so as not to constitute any health or
fire  hazard  or  nuisance.

     4.     No  advertising  medium shall be utilized within the leased premises
which  can     be heard or experienced outside of the leased premises, including
without  limiting  the     generality  of the foregoing, flashing lights, search
lights,  loudspeakers,  audio and/or     visual equipment, radios, television or
remote  control  devices.

     5.     No use shall be made of the leased premises, or any portion thereof,
which     would  (a)  violate any law, ordinance or regulation, (b) constitute a
nuisance,  (c)     constitute  an extra hazardous use or (d) violate, suspend or
void  any  policy  or  policies     of  insurance.

     6.     Unless  Tenant  is  specifically permitted by the Lease to operate a
restaurant,     no  cooking  shall  be  done  or  permitted by the Tenant in the
leased  premises without     the prior written consent of the Landlord. Under no
circumstances  shall  Tenant  cause     or  permit  any unusual or objectionable
noise  or  odor  to  be  produced  upon or emitted     from the leased premises.

     7.     No  flammable,  combustible,  highly  toxic,  corrosive or explosive
fluid,     chemical  or  substance  to  be used for resale purposes shall at any
time  be  brought onto     or kept upon or at the leased premises, nor shall any
such  material  be brought upon or     kept at the leased premises except to the
extent  expressly  permitted  by  law  and  then     only with the prior written
consent  of  Landlord.

B.     The  following  rules  and  regulations shall govern the use of roadways,
walkways,  common  areas, parking areas and other facilities provided, from time
to  time,  for  the  use  of  patrons  and  employees:

     1.     No  person  shall  use  any roadway, walkway, common area or parking
area     except as a means of egress from or ingress to any store and the common
area, or     adjacent public streets. Such use shall be in an orderly manner, in
accordance with the     directional or other signs or guides. Roadways shall not
be used at a speed in excess     of the posted mile per hour limit and shall not
be  used  for  parking  or  stopping,  except     for  the  immediate loading or
unloading  of  passengers.  No  walk-way  shall be used for     other pedestrian
travel.

     2.     No person shall use the puking areas except for the parking of motor
vehicles     and  incidental  pedestrian  ingress and egress. All motor vehicles
parked  in the     automobile parking areas shall be parked :n an orderly manner
within  the  painted     lines  defining  individual  parking  places.

     3.     No  person  shall  use  any  utility area, truck court or other area
reserved  for use     in connection conduct of business, except for the specific
purpose  for  which     permission  to  use  such  area  is  given.

     4.     No  employee  of any occupant shall use the automobile parking areas
for     motor  vehicle  parking  except  in the area specifically designated for
employee  parking     for  the  particular period of time such use s be made. No
occupant  shall  designate any     area for employee parking except such area or
areas  is designated in writing by     Landlord. Landlord reserves the right to:
(a)  tow  the vehicle(s) of employee's working     for merchants or occupants of
the  Shopping  Center  which  vehicles  are  parked  outside     of  the area(s)
designated  for  employee  parking;  and/or  (b)  to  impose  a  fine  upon  the
merchant  or  other  mall  occupant  and/or its employee, for each occasion upon
which     the  employee  of  such  merchant  or  occupant  parks his/her vehicle
outside  of  the  area     designated  for  employee  parking.

     5.     No  person  shall  do  any  of  the following within the common area
without  the  prior  written  consent  of  Landlord:

          a.  vend,  peddle  or  solicit  orders for the sale or distribution of
              any  merchandise,  device.  service.  periodical,  book,  pamphlet
              or  other   matter  whatsoever;

                                                         Exhibit "F" page 1 of 2

<PAGE>

          b.     exhibit  any  sign,  placard,  banner,  notice or other written
                 material;

          c.     distribute  any  circular,  booklet, handbill, placard or other
                 material;

          d.     solicit membership in any organization, group or association or
                 solicit  contribution  for  any  purpose;

          e.     parade,  rally,  patrol,  picket,  demonstrate or engage in any
                 conduct  that  may  tend to interfere with or impede the use of
                 any of  the common  area by any  patron, create a  disturbance,
                 harass  or  annoy  any   other   person   or  disparage   or be
                 detrimental to the  interest  of  any  occupant;

          f.     use any common area for any purpose when no occupant within the
                 Shopping  Center  is  open  for  business  or  employment;

          g.     throw, discard or deposit any paper, glass or extraneous matter
                 of any  kind, except in designated receptacles, or cream litter
                 or hazards  of  any  kind;

          h.     use any sound making device of any kind or create or produce in
                 any  manner  noise or sound that  is  annoying,  unpleasant  or
                 distasteful;

          i.     operate  any  remote  control  devices;  or

          j.     deface, damage or demolish any sign, light standard or fixture,
                 landscaping   material   or   other   improvement  of  property
                 within  the  Shopping  Center.

     The  foregoing  listing of specified prohibited items is not intended to be
exclusive,  but  to indicate in general the manner in which the right to use the
common  areas  in the Shopping Center is limited and controlled by the Landlord.

C.     The  following  shall  govern all of the foregoing rules and regulations:

     1  .     Landlord reserves the right to amend or rescind any of these rules
or  make,  amend  and  rescind  new  rules  to  the extent Landlord, in its sole
judgment,  deems  suitable  for  the  safety, care, order and cleanliness of the
Shopping  Center,  common  areas  and  other facilities, and the conduct of high
standards  of  merchandising  and  services therein. Tenant agrees to conform to
such  new  or  amended  rules  upon  receiving  written  notice  of  the  same.

     2.     Landlord  reserves  the  right  to  waive  any  rule in a particular
instance  or  as  to  any particular person or occurrence, but no such waiver by
Landlord will be construed as a waiver of such rules and regulations in favor of
any  other tenant or tenants, nor prevent Landlord from enforcing any such rules
and  regulations  against any or all of the tenants of the Shopping Center after
such  waiver.

     3.     Landlord  reserves  the right to impose reasonable fines upon Tenant
for  violations  of the rules and regulations applicable to the Shopping Center.

     4.     Whenever any notice, approval, consent, request or election is given
or  made  pursuant  to  the  rules  and  regulations  it  shall  be  in writing.

     5.     As used in these rules and regulations, the term Tenant includes the
employees,  agents,  invitees  and  licensees  of Tenant and others permitted by
Tenant  to  use  or  occupy  the  leased  premises.

     6.     These rules and regulations are in addition to the terms, covenants,
agreements  and conditions the Lease. and in the event of conflict, the terms of
the  Least  shall  govern.

                                                         Exhibit "F" page 2 of 2

<PAGE>


                                   EXHIBIT "G"

         CERTIFICATION CONCERNING PRIOR CONDUCT AND COVENANT NOT TO SUE

     Cinema Ride Times Square, Inc. makes this Certification with respect to the
site described in the Consent Decree entered by the United States District Court
for  the  District  of  New  Jersey on October 29, 1996 in the matter of the New
Jersey  Department of Environmental Protection v. OENJ Corporation Inc. and N.J.
Metromall,  LLC  (the  "Consent  Decree").

     1  .  The  undersigned  certifies  that,  prior  to  the  date  of  this
Certification,  the  undersigned  did  not:  (1)  dispose  of  any contaminants,
including  hazardous substances at the site; (2) arrange (by contract, agreement
or  otherwise)  for  the  disposal  of any hazardous substances at the site; (3)
transport  any hazardous substances to the site; or (4) own or operate the site.

     2.  The  undersigned  promises that it will not sue or assert any claims or
causes  of  action against the New Jersey Department of Environmental Protection
("NJDEP"),  its  Funds,  employees or successors, with regard to the matters set
forth  in  the  Consent  Decree.  'However,  this  promise  does  not  apply  to
counterclaims by the certifying entity for breach of covenant in the event NJDEP
breaches  its covenants under Section XVI of the Consent Decree in the matter of
New Jersey Department of Environmental Protection vs. OENJ Corporation and N. J.
Metromall,  LLC  and institutes suit against this certifying entity in violation
of  that  Consent  Decree.

     The  undersigned  is  the duly authorized representative of the undersigned
and  has full authority to make this Certification on behalf of the undersigned.

     The  undersigned  has conducted a full, complete and diligent investigation
of the matters addressed in this Certification and the Certification made herein
is  based on this investigation. If in the future, the certifying entity becomes
aware  of  information  which  would  render this Certification inaccurate, such
entity  will  promptly  notify  the  New  Jersey  Department  of  Environmental
Protection,  or  its  successor,  of  such  newly  discovered  information.

     The  undersigned  declares  under penalty of perjury, under the laws of the
State  of  New  Jersey  and  any  State  under  which  the  certifying entity is
incorporated,  that  the  foregoing  statements  are  true  and  correct.

Dated:  ________________

                         Cinema  Ride  Times  Square,  Inc.,
                         A  New  York     corporation
                            ---------

                         By:   /s/  Mitch  Francis

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

                         Title:      President
                         ------------------------------------------


State  of  Incorporation  (if  applicable):
                                                         Exhibit "G" page 1 of 1
<PAGE>

RIDER ATTACHED TO AND MADE A PART OF LEASE DATED _____________19___,     ENTERED
INTO  BY  AND  BETWEEN  ELIZABETH  METROMALL  LLC,  A DELAWARE LIMITED LIABILITY
COMPANY,  AS  LANDLORD,  CINEMA  RIDE  TIMES  SQUARE,  INC.  AS  TENANT.
----------------------------------------------------------------------

Section  1.01(c):   On  page 3, line  34, in place of the deletion insert "five"
(5)"

     On  page  3,  line  36,  after  the word "premises.", insert "If Tenant has
already  prepared  its  Store Working Drawings and Specifications for the leased
premises  at  the  time  Landlord elects to relocate the leased premises, and if
said  relocation  requires  Tenant  to  revise  its  Store  Working Drawings and
Specifications,  then  Landlord shall pay to Tenant the actual costs incurred to
revise  its  Store  Working  Drawings  and  Specifications.  "

     On  page  3, line 37, after the word "hereof", insert "after the end of the
second  (2nd).  lease  year  (and  only on one occasion during the entire term)"

     On  page 3, line 38, after the word "Tenant.", delete the period and insert
"if,  and  only  if,  the  leased  premises is directly affected by Landlord (i)
expanding or contracting the Shopping Center or the regional retail development,
or  (ii)  creating  a  Major  Tenant  or  enlarging  an  existing Major Tenant."

     On  page  3,  line  45,  after  the  word "premises.", insert "In addition,
Landlord shall pay the actual costs of moving Tenant within the Shopping Center.
Tenant  shall  supply  Landlord  with  reasonable  supporting  documentation  to
demonstrate  the  amount  of  the  actual  moving  costs.

     At  the  end  of  the  Subsection,  insert "Tenant shall not be required to
relocate  or  terminate  under  this Subsection 1. 0 1 (c) between October I and
December  31  of  any  calendar  year."

Section  1.01(d):     On  page  3,  line 61, after the word "Lease.", delete the
period  and  insert  ", provided that the Landlord under the Master Lease hereby
agrees  not  to  disturb the possession of Tenant, or name Tenant a party in any
action  against  the  Tenant  under  the Master Lease, provided Tenant is not in
default  beyond  the  expiration  of  any  applicable  notice  and cure period."

Section 1.02:     At the end of the Section, insert "Provided that Tenant is not
in  default  hereunder  on  the  date  upon which notice is given or at any time
thereafter  through and including the commencement of the option, if any, Tenant
shall  have the option to extend the term of this Lease for an additional period
of  five (5) lease years. All of the covenants, agreements, terms and conditions
of  this  Lease  shall  apply  during such extended term for which the option is
exercised by Tenant, except the Minimum Rent and Minimum Gross Sales shall be as
provided  for  in  Sections  2.01  and  2.02. To exercise the option, if at all,
written  notice  to  renew this Lease must be delivered by Tenant to Landlord at
least
one  hundred  eighty (180) days prior to the Expiration Date hereof. Such notice
must  be  delivered  to Landlord by certified mail, return receipt requested. In
the  event Tenant does not exercise the option to renew within the required time
period, and after ten (10) days written notice of the failure to do so, then the
option  shall  be  null  and  void  and  of  no  further  force
or  effect.

     Further,  in  the event that a movie theater has not opened at the regional
development  within  eighteen (18) months of the Commencement Date, Tenant shall
have the right, within sixty (60) days of the end of the aforementioned eighteen
(18) month period, to terminate this Lease by written notice to Landlord. In the
event  the  movie theater opens during the aforementioned sixty (60) day period,
and  before  Tenant has given Landlord written notice that it is terminating the
Lease,  such right to terminate shall be void and of no further force and effect
as  of  the  date  the  movie  theater  opens.  "

Section 2.02(b):     On page 5, line 18, in place of the deletion insert "thirty
                     (30)"

               On page 5, line 19, in place of the deletion insert "thirty (30)"

               On page 5, line 21, in place of the deletion insert "seventy-five
               (75)"

               On page 5, line 24, in place of the deletion insert "seventy-five
               (75)"

Section  2.04:          On  page  5,  line  69,  after  the word "right", insert
"(provided  Tenant  has  paid  Percentage  Rent  to  Landlord  in the lease year
preceding  the  violation  of  this  Section  2.04)"

     On  page  6, line 6, after the word "hereof.", delete the period and insert
"provided Landlord shall not have such remedies on the first three (3) occasions
during a twelve (12) month period that Tenant ceases operating Tenant's business
(not  to  exceed twenty-four (24) hours) or fails to maintain business hours and
days  or any part thereof because the leased premises are left unattended due to
emergency  events  beyond  Tenant's  anticipation  and  control."

At  the  end  of the Section, insert "This Section shall not apply to times when
Tenant  is  permitted  to  not  operate  as expressly provided elsewhere in this
Lease."
                                        1
<PAGE>

Section  2.05(b):     At  the end of the Subsection, insert "Notwithstanding the
foregoing,  the  denominator  in  such proportionate share fraction shall not be
deemed  to  be less than seventy-five percent (75 %) of the gross leasable floor
area  of  all  buildings  in  the  Shopping  Center."

Section  3.01:     On page 7, line 43, after the word "Landlord," insert "at the
principal  offices  of  Tenant"

Section  4.01:     On  page  7,  line 61, in place of the second deletion insert
"principal  offices  of  Tenant"

Section  4.02:     On  page  7,  line  64, after the word "time," insert "at the
principal  offices  of  Tenant"

Section  6.01:     On  page  9,  line 24, after the word "premises.", delete the
period  and  insert  "except  for  defects  in  Landlord's  Work of which Tenant
notifies Landlord in writing within thirty (30) days from date of possession and
(if  the  leased  premises  have not previously been occupied) latent defects in
Landlord's Work of which Tenant notifies Landlord in writing within one (1) year
from  the  date  of  taking  possession."

     At  the  end  of  the Section, insert "if Landlord shall fail to respond to
Tenant's  submissions  of  plans  and  specifications  within  twenty  (20) days
following  receipt,  then  the commencement date set forth in the Data Sheet (or
the  required  remodel  completion date, if Tenant currently occupies the leased
premises) shall be extended one (1) day for each day beyond such twenty (20) day
period  that  Landlord  fails  to  respond (unless Tenant opens earlier in which
event  the  commencement  date  shall  coincide  with  Tenant's  opening)."

Section  7.02(a):     On  page  9,  line 64, after the word "Landlord. ", insert
"Tenant  shall  be  obligated to operate only during the days and hours which at
least  eighty  percent  (80%) of the other Shopping Center tenants are similarly
obligated  to  operate   (excluding   any  food  tenants).  Notwithstanding  the
foregoing,     Tenant   may   close     its   store   on    Thanksgiving    Day,
Easter  and  Christmas  Day.  Further,  it  shall  not  be  a  violation  of the
obligations  under  this  Section  7.02(a)  nor  shall Landlord have its default
remedies  (i) on the first three (3) occasions during a twelve (12) month period
that  Tenant  ceases operating Tenant's business (not to exceed twenty-four (24)
hours)  or fails to maintain business hours and days or any part thereof because
the  leased premises are left unattended due to emergency events beyond Tenant's
anticipation  and  control, or (ii) on three (3) days per year when Tenant shall
be permitted to close for inventory provided said inventory days do not occur in
November,  in  December,  national  holidays,  and/or  weekends."

     On  page  10, line 14, after the word "Lease.", insert "Notwithstanding the
foregoing,  Landlord  acknowledges  that  Tenant's  business  does generate some
noise;  therefore,  the  reasonably  necessary  noise  associated  with  Tenant
operating  its  permitted  use  of  the  leased  premises shall not constitute a
violation  of  this  Subsection."

     At the end of the Subsection, insert "Notwithstanding anything contained in
this  Lease  to  the  contrary,  Tenant  shall  be permitted to have costumed or
uniformed  employees  in  the area directly in front of the leased premises (who
shall  not  interfere  with  the  operation  of any other tenant in the regional
development)  to  interact  with  customers and potential customers by providing
them  with  information  about  Cinema Ride. Further, Landlord acknowledges that
lines  for  ticket  sales  for the motion simulator may lengthen into the common
areas, and Landlord shall not deem the formation or maintenance of this line for
ticket  buyers in the common areas as a violation of this Lease, provided Tenant
shall  work  with Landlord to make sure that any ticket line or other reasonably
necessary use of the common areas directly in front of the leased premises shall
be  reasonable  and done in a manner that would least interfere with or distract
from  the  operations  of  other  tenant  or interfere with or distract from the
operation  of the common areas. In no event, shall Tenant's permitted use of the
common  areas  directly  in  front  of the leased premises give Tenant exclusive
rights  to  those  areas  or  make  them  a  part  of  the  leased  premises."

Section 7.03(a):     On page 10, line 54, after the word "require.", insert "The
rates  charged  by  such  contractors shall be competitive with those charged by
other  trash  removal contractors doing business in the vicinity of the Shopping
Center."

At  the  end  of  the  Subsection,  insert  "Notwithstanding  the foregoing, the
denominator  in such proportionate share fraction shall not be deemed to be less
than  seventy-five  percent  (75%)  of  the  gross  leasable  floor  area of all
buildings  in  the  Shopping  Center."

Section  7.04:     On page 11, line 24, in place of the deletion insert "fifteen
(15)"

On  page  11,  line  25,  after  the  word  "Center"  insert  "except Manhattan"

Section  7.06:     Exclusive  Use:     Provided Tenant is not in default of this
Lease  beyond any applicable and notice and cure period, Landlord agrees, during
the  term  (including  any extension/option validly exercised by Tenant) of this
Lease  (excluding  the  last  one hundred eighty [1801 days of the term hereof),
that  Landlord has not leased and will not lease space in the Shopping Center to
a  tenant  whose  permitted use shall be for the operation of a motion simulator
ride  and  who shall operate for such purpose at any time when Tenant is already
operating  in  the Shopping Center. Any such use is hereinafter referred to as a
"Competing  Tenant".  In  the  event  Landlord  shall lease space to a Competing
Tenant  in violation of this provision, Tenant's sole and exclusive remedy shall
be  to  elect  to  pay  "Interim  Rent"  as  hereafter

                                        2

<PAGE>

defined  in  lieu  of  Minimum  Rent  and additional rent for twelve (12) months
beginning  the  date the Competing Tenant opens for business, and, at the end of
the  twelve  (12) month period return to paying Minimum Rent and additional rent
as  provided  for  in  this  Lease or terminate this Lease upon ninety (90) days
notice to Landlord, which remedy shall be exercised by Tenant, if at all, within
ninety  (90)  days of the last day of the twelfth (12th) month after the opening
of  such  Competing  Tenant. In the event Tenant elects to terminate, this Lease
shall  terminate and be of no further force or effect upon the expiration of the
ninety  (90)  day notice period, subject to the payment of Tenant to Landlord of
all  sums then due and owing or having accrued to Landlord. In the event of such
termination,  within  thirty (30) days following the date that Tenant shall have
vacated  the  premises, Landlord shall pay to the Tenant a sum equal to the then
unamortized  cost  paid  by  Tenant  in  constructing Tenant's initial leasehold
improvements  as required by Section 5.01(b) of this Lease, such amortization to
be  on  the  straight  line basis over the full stated term of the Lease. Tenant
shall  furnish  to  Landlord  such backup information as Landlord may reasonably
require. Tenant agrees to indemnify Landlord, its officers, directors, partners,
employees  and agents, from and against any and all third party claims, actions,
suits,  losses,  damages,  liabilities,  costs  and  expenses including, without
limitation,  reasonable  attorney's  fees,  court  costs and disbursements, that
arise  from  or  out of the foregoing covenant not to lease space to a Competing
Tenant  under  the  circumstances  described  hereinabove.  For purposes of this
Section,  Interim  Rent  shall  be  equal  to  ten percent (10%) of Gross Sales.
Interim  rent  shall be payable monthly within thirty (30) days after expiration
of  each  month  in  question.

Section  8.02(a):     At  the end of the Subsection, insert "Notwithstanding the
foregoing,  the  denominator  in  such proportionate share fraction shall not be
deemed  to  be  less than seventy-five percent (75%) of the gross leasable floor
area  of  all  buildings  in  the  Shopping  Center."

Section  9.02:     On  page  12,  line  59,  after  the  word  "fixtures" insert
"(including  equipment,  signs,  video  displays,  and  wall decorations/panels)

Section  9.04:     At  the end of the Section, insert "Nothing contained in this
Section  9.04  shall  prevent  Tenant from employing its standard professionally
prepared or electronically generated interior signage within the leased premises
in areas visible from the enclosed mall to the extent such signage is consistent
with  that  presently  (i.e.  on  the date of this Lease) used at Tenant's other
stores  located  in  first  class  regional  enclosed value or discount shopping
centers."

Section  10.02(a):     On  page  13,  line  46, after the word "premises" insert
"within  the  Lease  premises"

Section  10.02(c):     On page 14, line 11, in place of the deletion insert "ten
(10)"

Section  11.03(a):     At  the end of the Subsection, insert "Landlord covenants
to  indemnify  Tenant, and save it harmless (except for loss or damage resulting
from the negligence of Tenant, its agents or employees) from and against any and
all  claims, actions, damages, liability and expense, including attorneys' fees,
in  connection  with  loss  of  life,  personal injury and/or damage to property
arising  from  or  out  of any occurrence (excluding an Occurrence as defined in
Section  27.05  and  other  than  any occurrence caused by Tenant, its agents or
employees  or  arising  in  connection with Tenant's business operations) in the
common  areas  of the Shopping Center. Notwithstanding anything in this Lease to
the contrary, in no event shall Landlord be liable for indirect or consequential
damages  including,  without  limitation,  lost  profits,  and in no event shall
Landlord  be liable to the extent the damage is covered by Tenant's insurance or
is required to be covered by the insurance which Tenant is obligated to maintain
hereunder (inclusive of self-insurance and deductibles which are Tenant's risk).
The indemnity provisions of this Article shall survive the expiration or earlier
termination  of  the  term  of  this  Lease."

Section  12.02:     At  the  end  of  the  Section,  insert "Notwithstanding the
foregoing,  if  Tenant  is  required  to  curtail its operations or close as the
result of an energy shortage or as the result of rule and regulations enacted in
connection  with an energy shortage, Tenant shall be entitled to an abatement of
Minimum  Rent  and  additional  rent  proportionate  to
the  level  of  curtailment required until full operations are again permitted."

Section  12.04:     At  the  end  of  the  Section,  insert "Notwithstanding the
foregoing,  if  utility service to the leased premises is interrupted due solely
to the negligence of Landlord, its agents or employees (as determined by a court
of  competent  jurisdiction  or  by  agreement  between  the  parties)  and such
interruption  in  service prevents Tenant from operating its business and Tenant
closes  its  business  for  more  than  two  (2) consecutive business days, then
commencing  retroactively with the start of such two (2) business day period and
continuing  until  utility  service  is  restored  to the point where Tenant can
reopen,  Minimum  Rent and all charges shall be abated as Tenant's sole remedy."

Section 14.01 (a):     At the end of the Subsection, insert "Notwithstanding the
foregoing,  the  issuance or trading of stock on a U.S. Government regulated and
recognized exchange or on the NASDAQ over the counter market shall not be deemed
to  result  in  a  prohibited  assignment  hereunder.

     Notwithstanding  the  provisions  of  this  Section  14.01 to the contrary,
Landlord shall not withhold its consent to an assignment of this Lease by Tenant
(by  merger,  consolidation or otherwise) to another entity to which Tenant (and
Tenant's  Guarantor [if any]) shall simultaneously be transferring a controlling
interest  in  its (their) stock or all of its (their) assets, including, without
limitation, the entire chain of stores conducted under the trade name herein set
forth, provided that: (1) the assignee shall simultaneously be acquiring control
of  the  entire  chain  of  stores  conducted
                                        3

<PAGE>

under the trade name herein set forth and such chain must consist of at least as
many  stores on the date of and prior to the effective date of the assignment as
such  chain  presently  consists  of an din no event shall such chain consist of
less  than  three stores, (2) Tenant shall not at the time of such assignment be
in  default  under any of the terms, covenants and conditions of this Lease, (3)
such  assignee  shall, as of the date immediately prior to the effective date of
the  assignment,  have  a  net worth (based on assts contained within the United
States)  equal  to  or  greater  than  the combined net worth of the  Tenant and
Tenant's  Guarantor (if any)  as of the date of Tenant's execution of this Lease
or  as  of  the  date immediately preceding the effective date of such transfer,
whichever  of  such  net  worth amounts shall be the greater, (4)  such assignee
(and  any  person  or entity acquiring a controlling interest in Tenant's stock)
shall  agree  in  writing  to assume and perform all of the terms, covenants and
conditions  of this Lease (whether accruing prior to, on, or after the effective
date  of the assignment), (5) Tenant and Tenant's Guarantor (if any) shall agree
in writing to at all times remain primarily obligated for the performance of the
terms,  covenants  and  conditions  of  this  Lease.

     Notwithstanding  the  foregoing,  an  assignment  of this Lease to a parent
corporation  of  Tenant,  to a wholly owned subsidiary of Tenant or to an entity
which  is  under  common  ownership  and control with Tenant, shall be permitted
provided (1) Tenant shall not at the time of such assignment be in default under
any  of  the  terms,  covenants  and conditions of this Lease, (2) such assignee
shall  agree  in  writing to perform all of the unperformed terms, covenants and
conditions  of this Lease (whether accruing prior to, on, or after the effective
date  of  the  assignment), and (3) Tenant and Tenant's Guarantor (if any) shall
agree  in writing to at all times remain primarily obligated for the performance
of the terms, covenants and conditions of this Lease. As used in this paragraph,
the  term  'control' shall mean the ownership of and the power to vote more than
fifty  percent  (50%)  of  the  voting stock of a corporation or more than fifty
percent  (50%)  of  the ownership interests in any partnership or other business
entity.

Section  18.04:     At the end of the Section, insert "If so much of the parking
facilities  shall be taken that a reasonable number of parking spaces necessary,
in Landlord's sole (but reasonable) judgment, for the continued operation of the
building in which the leased premises are located shall not be available for use
by  patrons  of  the building, then and in any such event Landlord may terminate
this  Lease upon thirty (30) days written notice to Tenant and all rent shall be
paid  up  to  the  day  possession  is  taken."






                                        4

<PAGE>

Section  19.01(b):     On  page  20,  line 69, after the word "premises," insert
"unless  otherwise  stayed  by  an order from a court of competent Jurisdiction"

Section  30.17:          On  page  28, line 38, after the word "Tenant.", delete
the  period  and  insert  ",  delete  the period and insert "provided Tenant may
disclose  the contents of this Lease (i) to comply with any governmental orders,
laws,  rules  or  regulations  applicable  to  it  or  its  principals,  (ii) to
professionals assisting Tenant to so comply and (iii) to any potential investors
in,  lenders  to  or  purchasers  of  Tenant's  business,  and  to (iv) Tenant's
consultants  and  brokers;  provided  however  Tenant  shall  advise  all of the
individuals  who,  and entities which, are recipients of such information of the
confidentiality  provisions  of  this  Section."

Exhibit  "C"

     On  page 1 of 8, line 13, after the word "govern.", insert "In the event of
conflict  between  the  express  terms  of  Tenant's Landlord-approved plans and
specifications  and  the terms of this Exhibit 'C' and the Tenant Handbook, then
Tenant's  Landlord-approved  plans  and  specifications  shall  govern.  "

     On  page  I  of  8,  line  29,  after  the word "code," insert "or Tenant's
approved  plans"

     On  page  3  of  8,  line 33, insert "4. Landlord shall work with Tenant to
relocate  ceiling  lines  and  systems  as  necessary  to  accommodate  Tenant's
permitted  use."

WITNESS:                    LANDLORD:

                            Elizabeth  MetroMall  LLC,  a  Delaware  limited
                            Liability company

                            BY:     Glimcher  New  Jersey Metromall LLC, a
                            Delaware limited  liability  company,  Managing
                            Member

                            By:    Glimcher  Properties Limited Partnership, a
                                   Delaware limited partnership, Managing Member

---------------------------
                            By:    Glimcher  Properties Corporation, a Delaware
                                   corporation,  General  Partner

                                   ____________________________________________
--------------------------- By:    Michael  P.  Glimcher,  Senior
                                   Vice  President  of  Leasing

WITNESS/ATTEST:              TENANT:

                             Cinema  Ride  Times  Square  ,  Inc.

/s/  Teresa  C.  Hurd        By:     /s/  Mitch  Francis
-------------------------    ---------------------------------------------------

/s/  Teresa  C.  Hurd        Its:     President
-------------------------    ---------------------------------------------------





                                        5


<PAGE>

                                    GUARANTY

Annexed  to  and  forming  a  part  of  Lease  dated  __________, by and between
Elizabeth  Metromall LLC, a Delaware limited liability company, as Landlord, and
Cinema  Ride  Times  Square,  Inc.,  as  Tenant.

     The  undersigned,  Cinema  Ride, Inc. (hereinafter sometimes referred to as
the  "Guarantor" or "Guarantor(s)"), whose address is 12001 Ventura Place, Suite
340,  Studio  City,  CA  91604,  in  consideration  of the leasing of the leased
premises  described  in  the  annexed  Lease ("Lease") to the above named Tenant
("Tenant"),  does  hereby  covenant  and  agree  as  follows:

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

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

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

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

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

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

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

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<PAGE>




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

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

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

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

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

IN  WITNESS  WHEREOF, the undersigned has executed this Guaranty this ___ day of
____________________,  19______



WITNESSES:                              Cinema  Ride,  Inc.


/s/  Teresa  C.  Hurd                    /s/  Mitch  Francis
-------------------------               ---------------------------------


/s/  Teresa  C.  Hurd
-------------------------               ---------------------------------




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<PAGE>



                            CORPORATE ACKNOWLEDGMENT

STATE  OF  California           )
                                )ss.
COUNTY  OF     Los  Angeles     )



On  this     19th  day  of    October   ,  1999  before  me  personally appeared
         --------           -------------    --
Mitch  Francis_,  to  me personally known, who, being by me duly sworn, did each
   -----------
for  himself  say that they are respectively the   President  of    Cinema Ride,
                                                 -----------      --------------
Inc., corporation named in and which executed the within  instrument,  and  that
 ---
the seal affixed to said instrument is the corporate seal of  said  corporation,
and that  said instrument was signed and sealed in behalf of said corporation by
authority  of  its  board  of directors; and said    Mitch Francis  acknowledged
                                                  ----------------
before  me  said  instrument  to  be  the free act and deed of said corporation.





[NOTARY  SEAL]               /s/     Susan  Harrison
                              ----------------------------------
                              Notary  Public,  California
                              County,  Los  Angeles
                              My  commission  expires:  March  14,  2000



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