Exhibit 10.127
                           Lease Agreement - Venetian






                                GRAND CANAL SHOPS


                              Clark County, Nevada









                                    LANDLORD

                    Grand Canal Shops Mall Construction, LLC,
                      a Delaware limited liability company



                                     TENANT

                               Toys International,
                            a California corporation







                                    Space No.

                                      1212




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                                TABLE OF CONTENTS
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<CAPTION>

ARTICLE I
<S>                                                                            <C>
         INTRODUCTORY PROVISIONS                                               1
Section 1.0 - Basic Lease Provisions .......................................   1
         (a) Shopping Center ...............................................   1
         (b) Space Number ..................................................   1
         (c) Approximate Premises GLA ......................................   1
         (d) Term of Lease .................................................   1
         (e) Scheduled Opening Date ........................................   1
         (f) Rent Commencement Date ........................................   1
         (g) Fixed Minimum Rent ............................................   2
         (h) Percentage Rent ...............................................   2
         (i) Payment of Percentage  Rent ...................................   2
         (j) Sales Reports .................................................   2
         (k) One Time Grand Opening Assessment .............................   2
         (l) Annual Marketing Fund Charge ..................................   3
         (m) Intentionally Omitted .........................................   3
         (n) Tenant Insurance ..............................................   3
         (o) CAM Costs .....................................................   3
         (p) Taxes .........................................................   3
         (q) Intentionally Omitted .........................................   3
         (r) Utility Services and Charges ..................................   3
         (s) Tenant's Trade Name ...........................................   3
         (t) Permitted Use .................................................   3
         (u) Intentionally Omitted .........................................   3
         (v) Legal Notice Address ..........................................   3
         (w) Security Deposit ..............................................   4
         (x) Guarantor .....................................................   4
(y) Additional Provisions ..................................................   4
Section 1.1 - Defined Terms ................................................   5

ARTICLE II
         EXHIBITS ...............................................................    6
         Section 2.1 - Exhibits .................................................    6

ARTICLE III
         PREMISES ...............................................................    6
         Section 3.1 - Premises .................................................    6
         Section 3.2 - Gross Leasable Area of the Premises ......................    7
         Section 3.3 - Revisions to Premises GLA ................................    7
         Section 3.4 - Landlord's Reservation ...................................    7
         Section 3.5 - Relocation ...............................................    7
         Section 3.6 - Remodeling ...............................................    8

ARTICLE IV
         COMMON AREAS ...........................................................    9
         Section 4.1 - Use ......................................................    9
         Section 4.2 - Management and Operation of Common Areas .................    9

ARTICLE V
         CHANGES AND ADDITIONS TO
         SHOPPING CENTER SITE PLAN AND LEASING PLAN .............................    9
         Section 5.1 - Site Plan ................................................    9
         Section 5.2 - Changes to Shopping Center Site Plan .....................    9

ARTICLE VI

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         IMPROVEMENTS ...........................................................   10
         Section 6.1 - Landlord's Responsibilities ..............................   10
         Section 6.2 - Tenant's Responsibilities ................................   11
         Section 6.3 - Tenant's Trade Fixtures ..................................   11
         Section 6.4 - Construction Lien ........................................   12
         Section 6.5 - Labor Cooperation ........................................   12

ARTICLE VII
         PLANS ..................................................................   12
         Section 7.1 - Submission of Plans ......................................   12

ARTICLE VIII
         USE ....................................................................   13
         Section 8.1 - Use ......................................................   13
         Section 8.2 - Tenant's Covenant to Operate .............................   13
         Section 8.3 - Prohibitions on Use ......................................   13
         Section 8.4 - Manner of Operation of Business ..........................   14
         Section 8.5 - Privileged License .......................................   14
         Section 8.6 - Vendor Agreements ........................................   15

ARTICLE IX
         TERM ...................................................................   15
         Section 9.1 - Term .....................................................   15
         Section 9.2 - Commencement Date Agreement ..............................   15
         Section 9.3 - Holding Over .............................................   15
         Section 9.4 - Expiration of the Term of the Lease ......................   15
         Section 9.5 - Renewal of Term ..........................................   16

ARTICLE X
         RENT COMMENCEMENT DATE .................................................   16
         Section 10.1 - Rent Commencement Date ..................................   16
         Section 10.2 - Failure of Delivery of Premises to Tenant ...............   16
         Section 10.3 - Tenant's Failure to be Open by the Rent Commencement Date   16

ARTICLE XI
         RENT ...................................................................   17
         Section 11.1 - Fixed Minimum Rent ......................................   17
         Section 11.2 - Percentage Rent .........................................   17
         Section 11.3 - Gross Revenue ...........................................   18
         Section 11.4 - Exclusion from Gross Revenue ............................   18
         Section 11.5 - Reporting ...............................................   19
         Section 11.6 - Books and Records .......................................   20

ARTICLE XII
         ADDITIONAL CHARGES .....................................................   21
         Section 12.1 - Status of Charges .......................................   21
         Section 12.2 - Common Area Maintenance Costs ...........................   21
         Section 12.3 - Real Estate Taxes .......................................   23
         Section 12.4 - Marketing Fund ..........................................   25
         Section 12.5 - Security Deposit ........................................   25
         Section 12.6 - Grand Opening Marketing Assessment ......................   26

ARTICLE XIII
         PREMISES UTILITY SERVICES ..............................................   26
         Section 13.0 - Status of Charges .......................................   26
         Section 13.1 - Utilities ...............................................   26
         Section 13.2 - Premises Heating, Ventilating and Air-conditioning System   26
         Section 13.3 - Discontinuance of Service ...............................   26
         Section 13.4 - Interruption of Service .................................   27

ARTICLE XIV
         SIGNS ..................................................................   27

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         Section 14.1 - Tenant's Obligation .....................................   27
         Section 14.2 - Interior Signs and Advertising ..........................   27

ARTICLE XV
         REPAIRS AND ALTERATIONS ................................................   27
         Section 15.1 - Repairs by Landlord .....................................   27
         Section 15.2 - Repairs by Tenant .......................................   28
         Section 15.3 - Alterations and Remodeling ..............................   28
         Section 15.4 - Renovation ..............................................   29
         Section 15.5 - Refurbishment ...........................................   29

ARTICLE XVI
         LIENS ..............................................................   29
         Section 16.1 - Indemnification by Tenant ...........................   29
         Section 16.2 - Tenant's Right of Contest ...........................   29

ARTICLE XVII
         INDEMNITY AND INSURANCE ............................................   29
         Section 17.1 - Mutual Indemnification ..............................   29
         Section 17.2 - Tenant's Insurance ..................................   30
         Section 17.3 - Landlord's Insurance ................................   32
         Section 17.4 - Waiver of Subrogation ...............................   33
         Section 17.5 - Landlord Not Responsible for Acts of Others .........   33

ARTICLE XVIII
         GENERAL RULES AND REGULATIONS ......................................   33
         Section 18.1 - Uniformity ..........................................   33
         Section 18.2 - Rubbish .............................................   33
         Section 18.3 - Lighting ............................................   33
         Section 18.4 - Merchandise Display, Loading and Unloading ..........   33
         Section 18.5 - Obstruction of Passageways ..........................   34
         Section 18.6 - Employee Parking ....................................   34
         Section 18.7 - Interference With Other Tenants .....................   34
         Section 18.8 - Security ............................................   34
         Section 18.9 - Employee Areas ......................................   34
         Section 18.10 - Tenant Conduct .....................................   34
         Section 18.11 - Gaming .............................................   34
         Section 18.12 - Prohibited Advertising .............................   35
         Section 18.13 - Resort References ..................................   35
         Section 18.14 - Prohibited Uses ....................................   35
         Section 18.15 - Employee Drug Testing ..............................   35

ARTICLE XIX
         SUBORDINATION AND ATTORNMENT BY TENANT .............................   35
         Section 19.1 - Subordination of Lease ..............................   35
         Section 19.2 - Attornment by Tenant ................................   36

ARTICLE XX
         RIGHTS OF LANDLORD .................................................   36
         Section 20.1 - Landlord's Right to Repair ..........................   36
         Section 20.2 - Landlord's Right to Affix Sign ......................   36
         Section 20.3 - Landlord's Right to Make Payments on Behalf of Tenant   36

ARTICLE XXI
         ASSIGNMENT AND SUBLETTING ..........................................   36
         Section 21.1 - Landlord's Consent Required .........................   36
         Section 21.2 - Insolvency Proceedings ..............................   37
         Section 21.3 - Return of Premises by Tenant ........................   37
         Section 21.4 - Transfer of Ownership ...............................   37
         Section 21.5 - Acceptance of Rent by Landlord ......................   38
         Section 21.6 - No Release of Tenant's Liability ....................   38
         Section 21.7 - Legal Fees ..........................................   38
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ARTICLE XXII
         DAMAGE OR DESTRUCTION ..............................................   38
         Section 22.1 - Landlord's Obligation to Repair and Reconstruct .....   38
         Section 22.2 - Option to Terminate .................................   39
         Section 22.3 - Demolition of Landlord's Building ...................   39
         Section 22.4 - Damage to Shopping Center ...........................   39

ARTICLE XXIII  CONDEMNATION .................................................   40
         Section 23.1 - Effect of Taking ....................................   40
         Section 23.2 - Compensation and Awards .............................   40
         Section 23.3 - Condemnation or Breach of Lease .....................   40

ARTICLE XXIV
         DEFAULT ............................................................   40
         Section 24.1 - Events of Default ...................................   40
         Section 24.2 - Remedies and Damages ................................   41
         Section 24.3 - Repeated Default ....................................   42
         Section 24.4 - Waiver of Rights of Redemption ......................   42
         Section 24.5 - Removal of Tenant ...................................   42
         Section 24.6 - Default by Landlord .................................   43

ARTICLE XXV
         COMPETITION ...........................................   43
         Section 25.1 - Restriction on Tenant ..................   43
         Section 25.2 - Imposition of Damages ..................   43

ARTICLE XXVI
         NOTICES ...............................................   44
         Section 26.1 - Notices to Tenant and Landlord .........   44
         Section 26.2 - Notices to Mortgagee ...................   44

ARTICLE XXVII
         MISCELLANEOUS .........................................   44
         Section 27.1 - Accord and Satisfaction ................   44
         Section 27.2 - Complete Agreement .....................   44
         Section 27.3 - Governing Law ..........................   45
         Section 27.4 - Compliance with Governmental Authorities   45
         Section 27.5 - Brokerage ..............................   45
         Section 27.6 - Effective Date of Lease ................   45
         Section 27.7 - Estoppel Certificates ..................   45
         Section 27.8 - Force Majeure ..........................   46
         Section 27.9 -Partial Invalidity ......................   46
         Section 27.10 - Memorandum of Lease ...................   46
         Section 27.11 - Quiet Enjoyment .......................   46
         Section 27.12 - Rent Demand ...........................   46
         Section 27.13 - Section Headings ......................   46
         Section 27.14 - Successors and Assigns ................   46
         Section 27.15 - Waiver ................................   46
         Section 27.16 - Exculpation ...........................   47
         Section 27.17 - Transfer of Landlord's Interest .......   47
         Section 27.18 - Time of the Essence ...................   47
         Section 27.19 - Remedies Cumulative ...................   47
         Section 27.20 - Joint Liability .......................   47
         Section 27.21 - Drafting ..............................   47
         Section 27.22 - Perpetuities ..........................   47

ARTICLE XXVIII  DISPUTE RESOLUTION                                 48
GUARANTY                                                           50
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                                   L E A S E


     THIS  LEASE is  entered  into as of this  22nd day of  July,  1998,  by and
between Grand Canal Shops Mall  Construction,  LLC, a Delaware limited liability
company,  hereinafter called "Landlord",  and Toys  International,  a California
corporation, hereinafter called "Tenant".

                        ARTICLE I INTRODUCTORY PROVISIONS

     Section 1.0 - Basic Lease Provisions .

     The following  Basic Lease  Provisions  are an integral part of this Lease,
are referred to in other sections hereof  (including,  without  limitation,  the
sections  identified  below)  and  are  presented  in this  Section  1.0 for the
convenience  of the parties.  They are not intended to  constitute an exhaustive
list of all charges which may become due and payable under this Lease.

     (a) Shopping Center : (Article I, Section 1.1(h)) ` Grand Canal Shops

     (b) Space Number : (Article III, Section 3.1) 1212

     (c) Approximate Premises GLA : (Article III, Section 3.3)

                                    7,002 square feet total
                                    5,002 square feet first level
                                    2,000 square feet second level

     (d) Term of Lease: (Article IX, Section 9.1)

     (i) Five (5) Lease Years (as  hereinafter  defined)  commencing on the Rent
Commencement  Date (as hereinafter  defined) and expiring on the Term Expiration
Date (as hereinafter defined).

     (ii) Renewal Term: One (1) option of five (5) Lease Years.

     (e)  Scheduled  Opening Date : (Article X, Section 10.1) April 21, 1999, or
such other date as Landlord may reasonably determine as the opening date for the
Resort  (which  shall not be earlier  than  April 1,  1999),  provided  Landlord
notifies  Tenant in writing at least thirty (30) days prior to such  alternative
Scheduled Opening Date.

     (f) Rent Commencement Date:  (Article X, Section 10.1) The later of (i) the
date one  hundred  ten (110)  days after  Landlord  delivers  possession  of the
Premises  to Tenant with the work to be  performed  by  Landlord  under  Section
6.1(a)  completed  other than details of  construction  which do not  materially
interfere  with the  performance  of the work to be  performed  by Tenant  under
Section 6.2, (ii) the Scheduled  Opening Date, or (iii) the grand opening of the
Shopping Center; provided, however, that in no event shall the Rent Commencement
Date be later than the date Tenant opens for business.

     (g) Fixed Minimum Rent:  (Article XI,  Section 11.1) During Lease Years 1-3
of the initial Term of this Lease,  the Fixed Minimum Rent shall be Four Hundred
Fifty Thousand  Dollars  ($450,000) per annum  (Seventy-Nine  and 97/100 Dollars
($79.97)  per  square  foot of the  first  level  Premises  GLA per  annum  plus
Twenty-Five  Dollars  ($25.00) per square foot of the second level  Premises GLA
per annum),  payable in equal monthly installments of Thirty-Seven Thousand Five
Hundred Dollars ($37,500). During Lease Years 4-7 of the Term of this Lease, the
Fixed Minimum Rent shall be Four Hundred Ninety Thousand Dollars  ($490,000) per
annum  (Eighty-Seven  and 08/100  Dollars  ($87.08) per square foot of the first
level Premises GLA per annum plus  Twenty-Seven  and 22/100 Dollars ($27.22) per

<PAGE>

square foot of the second  level  Premises  GLA per  annum),  payable in monthly
installments  of Forty Thousand Eight Hundred  Thirty-Three  Dollars  ($40,833).
During Lease Years 8-10 of the Term of this Lease,  the Fixed Minimum Rent shall
be Five Hundred Fifty Thousand Dollars  ($550,000) per annum  (Ninety-Seven  and
74/100  Dollars  ($97.74)  per square foot of the first level  Premises  GLA per
annum plus  Thirty and 56/100  Dollars  ($30.56)  per square  foot of the second
level  Premises GLA per annum),  payable in monthly  installments  of Forty-Five
Thousand Eight Hundred Thirty-Three Dollars ($45,833).

     (h)  Percentage  Rent : (Article XI,  Section  11.2) Eight  percent (8%) of
Gross Revenue in excess of (a) Four Million Dollars  ($4,000,000)  each calendar
year during Lease Years 1 through 5, and (b) Four Million Five Hundred  Thousand
Dollars  ($4,500,000)  each  calendar year during Lease Years 6 through 10 (such
Percentage  Rent  breakpoints  shall be prorated for any partial  calendar  year
during  the  Term of this  Lease);  provided,  however,  that  at any  time  any
Competing  Store,  as  hereinafter  defined,  is open for  business  within  the
Restricted Area, as hereinafter  defined,  the preceding dollar amounts shall be
reduced by an amount  equal to the  product of Three  Hundred  Thousand  Dollars
($300,000)  multiplied by the number of Competing  Stores then open for business
in any portion of the  Restricted  Area other than the Resort  (such  reductions
shall be prorated  with respect to Lease Years  during  which a Competing  Store
opens or closes within the  Restricted  Area,  e.g., if a Competing  Store first
opens for business, or closes,  exactly halfway into a Lease Year, the reduction
for such Lease Year would be One Hundred Fifty Thousand Dollars ($150,000).

     (i) Payment of Percentage Rent: (Article XI, Section 11.2) By the fifteenth
(15th) day of each month for the previous month.

     (j) Sales  Reports : (Article XI,  Section  11.5)  Monthly on or before the
fifteenth  (15th) day of each month of each Lease  Year.  Annually  on or before
forty-five  (45) days  following the close of each calendar  year.  (k) One Time
Grand Opening Assessment : (Article XII, Section 12.6) Three Dollars ($3.00) per
square foot of first level Premises GLA.

     (l) Annual Marketing Fund Charge :(Article XII, Section 12.4) Three Dollars
($3.00) per square foot of first level Premises GLA per year.

     (m) Intentionally Omitted .

     (n) Tenant Insurance : (Article XVII, Section 17.2)

     (i) Liability:  $2,000,000  combined single limit per occurrence  basis for
property damage and personal and bodily injury or death.

     (ii) Boiler: $100,000, if applicable.

     (iii) Environmental  Impairment Liability:  $1,000,000 for bodily injury or
property damage.

     (iv) All-Risk Coverage: Full replacement cost.


     (o) CAM Costs : (Article XII, Section 12.2)  Proportionate  Share;  payable
monthly on estimated bill.

     (p) Taxes :  (Article  XII,  Section  12.3)  Proportionate  Share;  payable
monthly on estimated bill.

     (q) Intentionally Omitted .

     (r) Utility Services and Charges:  (Article XIII,  Section 13.1) Payable by
Tenant as billed per metered or  estimated  and adjusted  billing.  Charges paid

<PAGE>

directly to  Landlord  may  include a service  charge not to exceed  Twenty-Five
Dollars ($25) per month.

     (s) Tenant's Trade Name : (Article VIII, Section 8.1) Toys International.

     (t)  Permitted  Use : (Article  VIII,  Section 8.1) The retail sale of toys
and,  at  Tenant's  option  (but only to the extent  incidental  to the  primary
operation  of a toy  store),  better  quality  collectibles,  hobbies,  arts and
crafts,   children's   books,   dolls,   model   kits,   child-oriented   games,
child-oriented  video and audio cassettes,  compact discs, laser discs and other
technological  innovations thereof,  child-oriented computer software,  sporting
goods,  stuffed animals,  other juvenile and child-related goods, and such other
items as are  typically  displayed  in toy  stores  located  within  first-class
shopping centers.


     (u) Intentionally Omitted.

     (v) Legal Notice Address : (Article XXVI, Section 26.1)

         Tenant:           550 Rancheros Drive
                           San Marcos, California 92069
                           Attn: President

         Landlord:         3355 Las Vegas Boulevard South
                           Las Vegas, Nevada 89102
                           (notices) Attn:  Rob Goldstein, Senior V.P.

                           Forest City Management, Inc.
                           Commercial Division
                           P.O. Box ____________
                           (payments and copies of notices)Cleveland, Ohio 44101

     (w) Security Deposit : (Article XII, Section 12.5) None.

     (x) Guarantor :

     (i) Name: Play Co. Toys & Entertainment Corp.

     (ii)  Address:  550  Rancheros  Drive San  Marcos,  California  92069 Attn:
President

     (y) Additional  Provisions  (these  provisions shall apply  notwithstanding
anything in this Lease to the contrary):

     (i) Tenant may open up to two (2) Competing  Stores  within the  Restricted
Area provided each such Competing Store is less than six thousand (6,000) square
feet in size.

     (ii)  Landlord  shall not  permit  any  permanent  or  temporary  tenant or
occupant in the first phase of the Resort (i.e., the phase of the Resort opening
on the Scheduled Opening Date) other than Tenant to have sales of toys in excess
of ten percent  (10%) of the sales area or product  line at the premises of such
tenant or occupant. If Landlord defaults under this provision, Tenant's remedies
shall include,  but not be limited to, reducing  Tenant's Fixed Minimum Rent and
Percentage Rent by Fifty Percent (50%) for the duration of such default. If such
default  in not  cured  within  one (1) year of  Landlord's  receipt  of  notice
thereof,  Tenant may at any time prior to the curing of such  default  terminate
this Lease by notice to Landlord and Landlord shall  thereupon pay to Tenant the
unamortized  (based on straight line  amortization  as of the effective  date of
termination  over a ten (10) year period  commencing with the Rent  Commencement
Date) costs of Tenant's permanent leasehold improvements at the Premises.
<PAGE>

     (iii) If Landlord  constructs  the second  phase of the Resort prior to the
termination  of this Lease,  then  Landlord  shall  negotiate in good faith with
Tenant for the  operation by Tenant of a Competing  Store in one of the proposed
retail sites in such second phase on substantially the same terms and conditions
(other than the economic  terms and  conditions)  as are contained in this Lease
for the  Premises,  provided  that at the time  Landlord  notifies  Tenant  that
Landlord is ready to commence such  negotiations,  (1) there is no uncured Event
of Default,  and (2) Tenant's Gross Revenues  during the  immediately  preceding
twelve (12) month period were equal to or greater than (A) Four Million  Dollars
($4,000,000) if Landlord's notice is given during the first or second Lease Year
(provided  that if  Landlord's  notice  is given  prior to the end of the  first
twelve (12) months of the Term of this Lease,  then the foregoing  dollar amount
shall be reduced to the product of Four Million Dollars ($4,000,000)  multiplied
by a fraction,  the  numerator  of which is the number of days  between the Rent
Commencement Date and such notice, and the denominator of which is three hundred
sixty-five (365)), or (B) Five Million Dollars ($5,000,000) if Landlord's notice
is given after the second Lease Year. Prior to such negotiations, Landlord shall
provide to Tenant a site plan of such second  phase which  shall  designate  the
proposed retail site for Tenant.  If within sixty (60) days of Tenant's  receipt
of such site plan Landlord and Tenant have not entered into a lease with respect
to the proposed retail site for Tenant,  then,  except as otherwise  provided in
this Section  1.0(y)(iii),  Landlord may enter into a lease with respect to such
site with any other person or entity.  Should Landlord and Tenant not agree upon
the terms of the lease to be  negotiated  pursuant to this Section  1.0(y)(iii),
and Landlord later offers the space which is the subject of such  negotiation to
other prospective tenants on terms that as a whole are more favorable than those
offered to Tenant,  then Landlord shall first offer to rent such space to Tenant
on such more favorable  terms.  Tenant shall have twenty (20) days after receipt
of Landlord's notice of re-offer (which shall specify the terms of such proposed
lease) to accept such offer.

     Section 1.1 - Defined Terms .

     Wherever used in this Lease, the following terms shall be construed to mean
as follows:

     (a)  "COMMON  AREAS"  shall  mean  the  Enclosed  Mall  and  its  amenities
(including entertainment features, such as the canal and gondolas), plaza areas,
surface parking areas, parking decks,  structures or garages, if any, driveways,
aisles,  sidewalks,  loading docks,  passageways,  landscaping,  courts, stairs,
ramps, elevators,  escalators,  moving walkways, meeting rooms, public restrooms
and other common service areas, provided for by Landlord for the common or joint
use and benefit of the tenants  and  occupants  of the  Shopping  Center,  their
employees, agents, servants, customers and other invitees.

     (b)  "CPI-U"  shall  mean the U.S.  Department  of  Labor,  Bureau of Labor
Statistics,  Consumers Price Index for all Urban Consumers,  All Cities Average,
Subgroup  "all items"  (1982-84=100).  If during the Term of this Lease the U.S.
Department of Labor, Bureau of Labor Statistics, ceases to publish a CPI-U, such
other index or standard  as will most nearly  accomplish  the aim and purpose of
said CPI-U and the use  thereof by the  parties  hereto,  shall be  selected  by
Landlord in its reasonable discretion.

     (c)  "ENCLOSED  MALL"  shall mean that  portion or  portions of the climate
controlled  enclosed  sections of the Shopping  Center which are used in common,
among other things, for pedestrian traffic.

     (d) "LEASE YEAR" shall mean each twelve (12) month period  during the Lease
Term,  including any extension  thereof under Section 9.5,  commencing  with the
Rent Commencement Date; provided, however, that if the Rent Commencement Date is
not the first day of a month,  then the first  Lease Year shall  commence on the

<PAGE>

Rent  Commencement  Date and end on the last day of the  twelfth  full  calendar
month thereafter and the second and each succeeding Lease Year shall commence on
the first day of the next calendar month.

     (e) "PREMISES" shall mean the specific demised store space leased to Tenant
by Landlord  now  existing or to be  constructed  in the  Shopping  Center.  The
Premises are  cross-hatched on Exhibit "B", attached hereto for the sole purpose
of more specifically locating the Premises.

     (f) "RENTS" shall mean Fixed Minimum Rent,  Percentage  Rent and Additional
Charges (as defined in Article XII) unless otherwise specifically noted.

     (g) "RESORT" shall mean that hotel, casino, retail,  restaurant and parking
complex known as the Venetian  Casino  Resort of which the Shopping  Center is a
part.  Notwithstanding the foregoing,  Landlord expressly reserves the right, in
the  exercise  of its sole  discretion,  to change the name of the Resort at any
time during the Term of this Lease.

     (h)  "SHOPPING   CENTER"  shall  mean  those  buildings  and  common  areas
comprising  the retail  shopping  center  development  known as "The Grand Canal
Shops"  owned  and/or  ground  leased by Landlord  and located in Clark  County,
Nevada,  all as shown on Exhibit  "A"  attached  hereto and made a part  hereof.
Notwithstanding  the foregoing,  Landlord  expressly  reserves the right, in the
exercise of its sole  discretion,  to change the name of the Shopping  Center at
any time during the Term of this Lease.

     (i) "TENANT'S PROPORTIONATE SHARE", shall mean a fraction, the numerator of
which is the "Premises GLA", as hereinafter  defined (but excluding second level
space),  and the  denominator  of which is the total  number  of square  feet of
actually occupied gross leasable area (excluding second level space) on the main
level of the Shopping Center  ("Occupied  Center GLA") (except that the Occupied
Center  GLA may not be less than  ninety  percent  (90%) of  aggregate  Shopping
Center GLA (excluding second ------------------- level space)).

                               ARTICLE II EXHIBITS

     Section 2.1 - Exhibits . The  following  exhibits  are  attached  hereto or
otherwise incorporated herein by reference, and made a part of this Lease;

     EXHIBIT "A" Site Plan of the Shopping Center - Attached

     EXHIBIT "B" Premises - Attached

     EXHIBIT "C" Chargebacks - Attached

     EXHIBIT  "GCS1.0"  Tenant  Handbook  containing  the scope of Landlord  and
Tenant work and sign and design criteria - Not attached but incorporated  herein
by reference.


                              ARTICLE III PREMISES

     Section 3.1 - Premises . In  consideration  of the payment of all Rents and
the performance of the covenants as hereinafter set forth, Landlord demises unto
Tenant,  and Tenant leases from Landlord,  subject to all matters of record, for
the Term and upon the terms and conditions set forth in this Lease, the Premises
which is  situated in the County of Clark and State of Nevada and being the unit
set forth in Section 1.0(b).

     Section 3.2 - Gross Leasable Area of the Premises . The gross leasable area
of the  Premises or the  "Premises  GLA" shall be  computed  based on the "lease
lines" for the Premises,  defined as follows: The lease line for common demising

<PAGE>

walls between  adjoining tenants shall be the center line of the common demising
wall. Along the storefront the lease line shall be the "designated  line" ("DL")
separating  the Premises  from the Common  Area,  regardless  of where  Tenant's
storefront is actually built unless  Tenant's  storefront  extends or "pops out"
past such DL in which event the  storefront  exterior  shall be  Tenant's  lease
line.  On  non-common  demising  walls such as between the  Premises and service
corridors,  mechanical rooms, or the building exterior,  the lease line shall be
the outside face of the demising wall. Any recesses  required to accommodate the
door swing of the exit door for the  Premises  shall be  considered  part of the
Premises. No deductions shall be made for columns or bracing within the Premises
or along the demising walls but deductions  shall be made for the areas occupied
by major vertical duct shafts.

     Section 3.3 - Revisions to Premises  GLA . The square  footage set forth in
Section 1.0(c) has been determined  pursuant to the provisions of Section 3.2 by
reference  to either  "CAD" or scaled  architectural  drawings of the  Premises.
Landlord and Tenant acknowledge that irrespective of whether or not the Premises
shall  have been  constructed  as of the date of this  Lease,  in the event that
Landlord's  final  as-built  field or CAD  measurements  of the  Premises  after
Tenant's  leasehold   improvements  have  been  constructed  should  disclose  a
different  square  footage  than the  Premises  GLA set forth in Section  1.0(c)
("Final Revised Premises GLA"), then Landlord agrees to notify Tenant in writing
of the Final Revised  Premises  GLA.  Within thirty (30) days after the later of
(a) its receipt of such notice, or (b) Landlord's  delivery of possession of the
Premises to Tenant, Tenant shall have the right to have its own measurement made
of the Premises  and, in the event that there is a difference  between  Tenant's
measurement and Landlord's  measurement  (which shall be deemed to be the square
footage set forth in Section 1.0(c) unless Landlord notifies Tenant  otherwise),
Tenant  will so notify  Landlord  and the parties  will  consult in an effort to
resolve such difference. If the parties have not resolved such difference within
twenty  (20) days after  Tenant's  notice to Landlord  thereof,  then each party
shall  appoint an architect,  both of whom shall  appoint a third  architect who
shall determine the Final Revised Premises GLA and whose  determination  thereof
shall be final and  binding on the  parties.  The cost of such  third  architect
shall be borne equally by Landlord and Tenant.  If Landlord  notifies  Tenant of
the Final  Revised  Premises GLA and Tenant  either  chooses not to have its own
measurement made or has its own measurement made and there is no difference from
Landlord's  measurement,  then Landlord's original notice to Tenant of the Final
Revised  Premises GLA shall be deemed  sufficient  to amend the Premises GLA set
forth in Section 1.0(c), such amendment being deemed self-operative  without the
necessity of further  formal  mutual  acknowledgment  or  documentation  between
Landlord and Tenant. When so finally determined,  the Final Revised Premises GLA
(excluding  second  level  space)  shall be used as the  numerator  in computing
Tenant's  Proportionate  Share  of  Additional  Charges  and the  Final  Revised
Premises GLA shall be used in all  computations of Fixed Minimum Rent since such
has been  determined on a square foot (as opposed to a fixed rate) basis. If the
Fixed  Minimum  Rent should be so revised,  Landlord  will  provide  Tenant with
notice of such rent revision.

     Section 3.4 - Landlord's Reservation . Landlord reserves to itself the roof
and exterior  walls of the building  containing the Premises and all space above
the  ceiling  within  the  Premises,   to  accommodate  the  Shopping   Center's
structural,  mechanical  and  electrical  conduit  piping,  ducting  or  venting
requirements.  Landlord  and its agents  further  reserve the right on behalf of
themselves  or an  authorized  utility  company  to run  utility  lines,  pipes,
conduits or ductwork  when  necessary or  desirable  through the air space above
Tenant's  ceiling,  columns or within  walls of the  Premises  and to  maintain,
repair, alter, replace or remove the same in locations which will not materially
interfere with Tenant's use of the Premises.

     Section 3.5 - Relocation.


<PAGE>

     (a) If at any  time  from  time to  time  during  the  Term  Landlord  adds
additional  buildings  to the  Shopping  Center,  expands  any of the  buildings
currently  contained in the Shopping  Center,  or renovates or reconfigures  any
part of the Shopping  Center (other than minor  reconfigurations  involving only
the addition,  removal or moving of demising walls in the Shopping Center),  and
such addition, expansion, renovation or reconfiguration includes the Premises or
a portion  thereof,  then  Landlord  shall have a right to relocate the Premises
within the Shopping  Center  provided that the premises to which the Premises is
relocated  shall contain  approximately  the same square footage as the original
Premises  (of which not more than two thousand  (2,000)  square feet shall be on
the  second  level) and shall be exposed  to  reasonably  equivalent  pedestrian
traffic;  provided,  however, that Landlord shall not be entitled to so relocate
the Premises  more than once every five (5) Lease Years.  Landlord  shall notify
Tenant of such  relocation  not less  than  sixty  (60)  days  prior to the date
thereof.  Landlord  shall  reconstruct  on the relocated  Premises  improvements
substantially  similar to those constructed at the original  Premises.  Landlord
shall pay the reasonable  cost of moving and  reinstalling  Tenant's  equipment,
fixtures,  trade fixtures and personalty into the relocated Premises.  As of the
latter of the date  specified  in  Landlord's  notice to Tenant or ten (10) days
after Landlord has notified Tenant that it has completed the  improvements to be
constructed by Landlord on the relocated  Premises,  Tenant shall  surrender the
original  Premises,  shall move to the new Premises,  and the relocated Premises
shall be deemed the Premises  hereunder as fully as if said  relocated  Premises
were originally  described herein as the Premises.  Tenant agrees that promptly,
on demand, it shall execute an amendment to Exhibit "B" designating the location
of the relocated Premises.

     (b)  Notwithstanding  anything to the contrary in subsection (a) above,  if
the  relocated  Premises is not  reasonably  acceptable  to Tenant and  Landlord
cannot or does not remedy Tenant's written  concerns,  then Tenant may terminate
this Lease and neither party shall have any further obligation hereunder (except
with respect to matters that arose before such termination).  In connection with
such  termination,  Landlord  shall  pay to  Tenant  the  unamortized  (based on
straight line  amortization  as of the effective date of termination  over a ten
(10) year period commencing with the Rent  Commencement  Date) costs of Tenant's
permanent leasehold improvements at the Premises.

     Section 3.6 - Remodeling . If at any time from time to time during the Term
Landlord remodels all or any portion of the Shopping Center, and such remodeling
includes the Premises or a portion  thereof,  then Landlord shall have the right
to change the dimensions or reduce the size of the Premises;  provided, however,
that if a reduction  in size of the  Premises  would reduce the Premises to less
than ninety  percent (90%) of its original  size and if as a result  thereof the
remaining  portion of the  Premises  is not  suitable  for the purpose for which
Tenant has  leased the  Premises,  Tenant  may  terminate  this Lease by written
notice to Landlord given within thirty (30) days after Landlord  notifies Tenant
of  Landlord's  intention  to  remodel;  provided  further,  however,  that such
termination shall not be effective if within thirty (30) days of Tenant's notice
thereof, Landlord notifies Tenant of its election to relocate Tenant pursuant to
Section 3.5 hereof. In the event of any remodeling pursuant to this Section 3.6,
Landlord  shall  repair any damage to the  Premises  caused  thereby and, in the
event of any reduction in the area of the Premises,  Fixed Minimum Rent shall be
appropriately  (based on the manner the same is calculated under Section 1.0(g))
reduced. In connection with any such remodeling,  Landlord may require Tenant to
cease conducting business from the Premises for a period not in excess of thirty
(30) days.  Rent shall be abated during any such period that  Landlord  requires
Tenant to cease conducting business.

                             ARTICLE IV COMMON AREAS

     Section 4.1 - Use .


<PAGE>

     (a) Landlord  grants to Tenant and its agents,  employees and customers,  a
non-exclusive  license,  subject to the reasonable uniform rules and regulations
promulgated  by Landlord,  to use the Common Areas in common with other  tenants
and  occupants of the Shopping  Center,  their  agents,  employees and customers
during the Term,  subject to the exclusive control and management thereof at all
times by Landlord and subject  further to the rights of Landlord as set forth in
Section 4.2 herein.

     (b)  Landlord  reserves  to itself  the right to  construct,  lease  and/or
license  kiosks,  carts,  and sales  areas on any  portion of the  Common  Areas
provided  the same do not  materially  impair  access  to or  visibility  of the
Premises from the Common Areas adjacent to the Premises.

     (c) Tenant shall not use the Common Areas for any other purpose than herein
designated.

     Section 4.2 - Management  and Operation of Common Areas . Landlord will use
reasonable  efforts to operate and  maintain  or will cause to be  operated  and
maintained, the Common Areas in a first-class manner and in the best interest of
the Shopping Center.  Landlord will have the right (1) to establish,  modify and
enforce  reasonable and uniform rules and regulations with respect to the Common
Areas for the  general  benefit of  Landlord  and all  tenants  of the  Shopping
Center;  (2) to enter into, modify and terminate  easements and other agreements
pertaining to the use and  maintenance  of the parking areas and fees for use of
such parking areas and other Common Areas;  (3) to provide for employee  parking
(which parking may be located off the Resort property) and formulate  reasonable
and uniform rules and regulations for the same; (4) without abatement of rent or
other  charges,  to close such  portions of said  parking  areas or other common
areas to such extent as may, in the reasonable opinion of Landlord, be necessary
to prevent a dedication  thereof or the accrual of any right to any person or to
the public  therein or for any other reason in the best interest of Landlord and
all  tenants;  (5)  without  abatement  of  rent  or  other  charges,  to  close
temporarily any or all portions of the Common Areas for repairs or refurbishing;
(6) to discourage  non-customer  parking;  (7) to move, remove,  relocate and/or
replace seats, trees, planters and other amenities commonly found in first-class
shopping  centers  provided  the  same do not  materially  impair  access  to or
visibility of the Premises from the Common Areas  adjacent to the Premises;  and
(8) to do such  other  acts  in and to said  areas  and  improvements  as in the
exercise of good  business  management,  and the  maintenance  of a  first-class
shopping  center,  as  Landlord,  in the  exercise  of its  reasonable  business
judgment, shall deem to be advisable.

  ARTICLE V CHANGES AND ADDITIONS TOSHOPPING CENTER SITE PLAN AND LEASING PLAN

     Section 5.1 - Site Plan . The site plans  attached  hereto as Exhibits  "A"
and "B",  respectively,  are for the sole  purpose  of showing  the  approximate
shape, design,  proposed locations of buildings,  tenant spaces and common areas
located within the Shopping Center.

     Section 5.2 - Changes to Shopping Center Site Plan . Landlord  reserves the
right  at any  time  and from  time to time  (a) to make or  permit  changes  or
revisions  in the site plan for the  Shopping  Center  including  additions  to,
subtractions  from,  rearrangements  of,  alterations  of,  modifications  of or
supplements to the building areas,  walkways,  parking areas, driveways or other
Common Areas,  (b) to construct  other buildings or improvements in the Shopping
Center  and to make  alterations  thereof  or  additions  thereto  and to  build
additional  stories on any such  building or  buildings  and to build  adjoining
same,  and (c) to make or permit  changes or revisions  in the Shopping  Center,
including  additions  thereto,  and to convey portions of the Shopping Center to
others for the purpose of constructing  thereon other buildings or improvements,
including additions thereto and alterations thereof; provided,  however, that no
such changes,  rearrangements or other construction shall permanently reduce the

<PAGE>

number of parking spaces provided by Landlord below the number of parking spaces
required by law or  materially  impair  access to or  visibility of the Premises
from the Common Areas adjacent to the Premises.

                             ARTICLE VI IMPROVEMENTS

     Section 6.1 - Landlord's Responsibilities .

     (a) Landlord,  at its own cost and expense,  shall  construct in accordance
with Exhibit "GCS1.0" that portion of the Premises  required in Exhibit "GCS1.0"
to be  constructed  by Landlord  at its sole cost and  expense.  Landlord  shall
complete such work,  other than details of construction  which do not materially
interfere  with the  performance  of the work to be  performed  by Tenant  under
Section 6.2, prior to delivering possession of the Premises to Tenant.

     (b) Landlord  warrants  that its work shall be delivered  free and clear of
liens, encumbrances and violations or conditions which may constitute violations
of any laws,  ordinances,  or  regulations  relating to the use,  occupancy  and
construction of the Premises and the building containing the same.

     (c)  Landlord,  at  Tenant's  sole cost and  expense,  shall  construct  in
accordance  with  Exhibit  "GCS1.0"  that  portion of the  Premises  required in
Exhibit "C" to be  constructed  by  Landlord  at Tenant's  sole cost and expense
("Chargebacks"); provided, however, that in no event shall Tenant be responsible
to pay more than Five Thousand  Dollars  ($5,000) in Chargebacks . Landlord may,
at its  sole  option,  bill  Tenant  for  the  Chargebacks  prior  to  the  Rent
Commencement  Date, and Tenant shall pay Landlord the  Chargebacks no later than
thirty (30) days following receipt of Landlord's billing.

     (d) By the  earlier to occur of one  hundred  ten (110)  days after  Tenant
takes possession of the Premises or the date on which Tenant opens for business,
Tenant shall inform Landlord,  in writing, of any items that were required to be
performed by Landlord which are incomplete or inadequate; otherwise Tenant shall
be  deemed  to have  acknowledged  that all work  required  to be  performed  in
connection  with the  Premises  and any and all  obligations  to be performed by
Landlord  on or before the  opening of the  Premises  have been fully  performed
(other than latent  defects in such work that  Tenant does not  discover  within
such  period,  for  which  Landlord  shall  be  responsible  for  repairing  and
correcting  upon  receipt of notice  thereof  from Tenant at any time during the
first Lease Year).

     (e) If, on the date Landlord delivers possession of the Premises to Tenant,
the  configuration  of the Premises is not in substantial  conformity  with that
shown on the scaled  drawings on which Tenant based its Landlord  approved final
plans and  specifications  for  Tenant's  work,  or the  placement  of  columns,
equipment or utility  facilities on the Premises  required to be  constructed or
installed by Landlord  under this  Section 6.1 is  different  than shown on such
scaled  drawings,  and, in either case, the degree of variation from such scaled
drawings  reasonably  requires  Tenant to revise such plans and  specifications,
then (i) Landlord shall reimburse  Tenant for any additional  architectural  and
engineering  costs  incurred  by  Tenant  to  prepare  such  revised  plans  and
specifications,  and (ii) the one  hundred  ten (110) day period  referred to in
Section 1.0(f) shall be extended by the amount of time  reasonably  required (1)
to prepare  such  revised  plans and  specifications  and  resubmit  the same to
Landlord  for  approval,  (2) for Tenant to obtain  Landlord's  approval of such
revised  plans and  specifications,  and (3) for Tenant to obtain  new  building
permits for Tenant's work, if required.

     Section 6.2 - Tenant's  Responsibilities  . Tenant shall at its own expense
and in accordance with Exhibit "GCS1.0":

     (a) Secure all permits and licenses  necessary for the  construction of any

<PAGE>

of its  installations  and the  prosecution of its work, and Tenant shall comply
with all laws and regulations relating to the conduct of said work.

     (b) Construct the remainder of the Premises and  installations  therein and
construct the balance of the leasehold  improvements  necessary to enable Tenant
to occupy the Premises as shown in Tenant's plans and specifications as approved
by Landlord or Landlord's architect, all in a good and workmanlike manner and in
compliance  with all insurance  requirements  and with all  applicable  permits,
authorizations,  building  regulations,  zoning  laws and all  other  government
rules,  regulations,  ordinances,  statutes and laws, now or hereafter in effect
pertaining  to the Premises or Tenant's use thereof.  Notwithstanding  any other
provision hereof,  any installation to be made or work to be performed by Tenant
on or for the Premises prior to opening the Premises for business shall be first
approved in writing by  Landlord  prior to  commencement  of any work by Tenant.
Landlord's  approval of any plans for Tenant's  work shall,  however,  create no
responsibility  or  liability  on the part of Landlord  for their  completeness,
design sufficiency or compliance with all Requirements, as hereinafter described
in Section 27.4.

     (c)  Obtain  on  behalf  of   itself,   or  any  of  its   contractors   or
subcontractors,  all  insurance  protection  required  by  Landlord  in  Exhibit
"GCS1.0".

     (d) Install  equipment and  appliances in said  construction  and all trade
fixtures installed shall be new and first quality items.

     (e) In the event Landlord  performs any work at the request or on behalf of
Tenant which is Tenant's  responsibility  hereunder,  Landlord shall bill Tenant
for the costs  thereof and Tenant shall pay such costs to Landlord no later than
twenty (20) days following receipt of Landlord's billing.

     (f)  Landlord may require  Tenant,  at Tenant's  sole cost and expense,  to
furnish a bond or other security satisfactory to Landlord to assure diligent and
faithful performance of all work to be performed by Tenant.

     The  foregoing  shall be completed by and Tenant shall open for business no
later than the Rent Commencement Date.

     Section  6.3 -  Tenant's  Trade  Fixtures.  All trade  fixtures,  signs and
apparatus (as  distinguished  from leasehold  improvements)  owned by Tenant and
installed in the Premises ("Tenant Personal Property") shall remain the property
of Tenant and shall be removable at any time,  including  upon the expiration or
sooner  termination of this Lease;  provided Tenant shall not at such time be in
default of any terms or  covenants  of this Lease;  and  provided  further  that
Tenant shall promptly repair any damage to the Premises caused by the removal of
any Tenant Personal Property.  If Tenant is in default,  Landlord shall have the
benefit of any applicable lien on Tenant Personal  Property located in or on the
Premises as may be permitted  under the laws of the State of Nevada,  and in the
event such lien is  asserted  by Landlord in  accordance  with  applicable  law,
Tenant shall not remove or permit the removal of such Tenant  Personal  Property
until the lien has been  removed and all  defaults  have been cured.  Any Tenant
Personal Property not removed from the Premises by Tenant upon the expiration or
sooner  termination  of this Lease may be  construed by Landlord as abandoned by
Tenant. Alternatively,  Landlord may order Tenant to remove such Tenant Personal
Property or have it removed at Tenant's  expense.  Tenant  shall have the right,
without Landlord's consent, to finance any Tenant Personal Property and to grant
security  interests  therein to secure such  financing.  Upon request,  Landlord
shall subordinate any Landlord's lien on any Tenant Personal Property under this
Section 6.3 to any such security interest, and Landlord agrees, upon request, to
confirm  such  subordination  in  writing  in  a  commercially  reasonable  form
requested  by Tenant  and/or  Tenant's  lender,  within  fifteen (15) days after
Landlord's receipt of such form.
<PAGE>

     Section 6.4 - Construction  Lien . Nothing contained in this Lease shall be
deemed or  construed  in any way as  constituting  the  consent  or  request  of
Landlord,  express or implied by  inference  or  otherwise,  to any  contractor,
sub-contractor, laborer or materialman for the specific performance of any labor
or the  furnishing of any  materials or equipment for any specific  improvement,
alteration  to or  repair of the  Premises  or any part  thereof,  nor as giving
Tenant any right,  power or authority to contract for or permit the rendering of
any services or the furnishing of any materials on behalf of Landlord that would
give rise to the filing of any lien against the Premises, Shopping Center or the
Resort.

     Section 6.5 - Labor  Cooperation . Tenant shall  perform or cause  Tenant's
contractors  to  perform  all  work in the  making  and/or  installation  of any
repairs,  alterations  or  improvements  in a manner  so as to avoid  any  labor
dispute  that  causes or is likely to cause  stoppage or  impairment  of work or
delivery  services or any other  services in the Shopping  Center.  In the event
there shall be any such  stoppage or  impairment as the result of any such labor
dispute or potential  labor  dispute,  Tenant shall  immediately  undertake such
action as may be  necessary to  eliminate  such  dispute or  potential  dispute,
including,  but not limited to (i)  removing  all  disputants  from the job site
until  such  time as the  labor  dispute  no  longer  exists,  (ii)  seeking  an
injunction  in the  event of a breach  of  contract  between  Tenant  and any of
Tenant's contractors, and (iii) filing appropriate unfair labor practice charges
in the event of a union jurisdictional  dispute.  Landlord may require Tenant to
use recognized union labor in the  construction of Tenant's  improvements at the
Premises.

                                ARTICLE VII PLANS

     Section 7.1 - Submission of Plans .
<PAGE>

     (a)  Tenant  shall  prepare,  at its  sole  cost and  expense,  and in full
compliance  with  the  provisions  of  Exhibit  "GCS1.0",   complete  plans  and
specifications for all of Tenant's work, including store front design, and shall
submit  such plans and  specifications  to  Landlord  or  Landlord's  designated
representative  for  approval  prior to  commencement  of any work.  No material
changes to said plans  shall be made after such  approval  by  Landlord  without
Landlord's prior written consent.  Landlord's approval of any plans for Tenant's
work shall  create no  responsibility  or  liability on the part of Landlord for
their completeness, design sufficiency or compliance with all Requirements.

     (b) Tenant  shall be  required  to submit its plans and  specifications  to
Landlord in a timely manner so that Tenant's  construction in the Premises shall
be  completed on or before the Rent  Commencement  Date.  In the event  Tenant's
plans are not submitted in a timely  fashion as required  above,  due to reasons
within  Tenant's or its  architect's  control,  Landlord  reserves the right, in
addition  to any  other  rights  it may have  hereunder,  to  require  Tenant to
commence the payment of Rents as of the Rent Commencement  Date  notwithstanding
the fact that Tenant may not be open for business on such date.

                                ARTICLE VIII USE

     Section  8.1 - Use . Tenant  agrees to: (i)  operate  its  business  in the
Premises  under the trade  name  specified  in  Section  1.0(s)  (or such  other
tradename  approved  in  writing  by  Landlord,  which  approval  shall  not  be
unreasonably withheld,  delayed or conditioned) and (ii) use the Premises solely
for the permitted use specified in Section  1.0(t) and for no other  business or
purpose.  Tenant  further  agrees  not to conduct  catalog  sales in or from the
Premises,  except  merchandise  Tenant is permitted  to sell  "over-the-counter"
consistent with its permitted use. Tenant  recognizes that the specific  limited
use  prescribed  herein is a  material  consideration  to  Landlord  so that the
Shopping  Center will  maintain an  appropriate  tenant mix so as to produce the
maximum Gross Revenue possible for all tenants and that the continued  operation
of a first-class  shopping center  development will be assured.  Notwithstanding
the foregoing, Tenant's specific limited use hereunder shall not be construed to
imply that Tenant has an exclusive right to conduct the use permitted by Section
1.0(t). Landlord, in its sole discretion,  may permit other tenants or occupants
of the Shopping Center to operate the same or similar use. If Tenant's  business
in the  Premises  is to be  conducted  pursuant to a  franchise  agreement,  the
existence  and   continuation   of  such  franchise   agreement  is  a  material
consideration  to  Landlord in  entering  into this Lease and if such  franchise
agreement is  terminated,  Landlord  shall be entitled to treat such event as an
event of default and elect any of the remedies provided in Article XXIV.

     Section  8.2 - Tenant's  Covenant  to Operate . Tenant  agrees to  complete
Tenant's  work and open the  Premises  for  business  to the  public  adequately
fixtured,  stocked and staffed on the Rent  Commencement  Date, and,  thereafter
throughout  the Term of this  Lease,  to  continuously  operate  in one  hundred
percent  (100%) of the space  within the Premises  the  business  prescribed  in
Section  1.0(t),  Mondays through Sundays during such hours as may be reasonably
determined by Landlord for the operation of the Shopping  Center.  Tenant agrees
it will not open earlier or close later than such hours without Landlord's prior
consent. Notwithstanding anything to the contrary contained herein, Tenant shall
be permitted to close the Premises for up to two (2) days per Lease Year for the
purpose of taking  inventory,  provided such days are approved in advance and in
writing by Landlord, which approval Landlord shall not unreasonably withhold. In
no event shall  Tenant be  permitted to close the Premises on any day that banks
in Nevada are  required  or  permitted,  under the state or federal  law,  to be
closed for business ("Holiday"), or within three (3) days of any Holiday.

     Section 8.3 - Prohibitions on Use .


<PAGE>

     (a)  Tenant  shall not use or permit or suffer  the  Premises,  or any part
thereof,  to be used by anyone else or for any other  business  or purpose  than
that  specifically  defined and  permitted by this Article and further  provided
that Tenant  shall not divert any portion of the  Premises GLA for any other use
other than the use described above.

     (b) Tenant  shall not permit the  Premises to be used in  violation  of any
laws or local ordinances or any way which in the reasonable judgment of Landlord
will injure the  reputation  of, be a nuisance,  annoyance,  or do damage to the
other tenants of the Shopping Center or Landlord,  including without limitation,
the sale of patently  offensive  material and  merchandise  and the use of audio
devices,  flashing lights,  machinery and equipment  creating noise or odors, or
the committing of acts, which will disturb, impair or interfere with the use and
enjoyment by the other tenants of their respective  premises within the Shopping
Center.

     (c)  Tenant  agrees  not to use or allow  the  Premises  to be used for any
auction,  fire,  bankruptcy  or "going out of  business"  sales  therein  unless
ordered by a court of competent jurisdiction after reasonable notice to Landlord
and an opportunity by Landlord to be heard.

     Section 8.4 - Manner of Operation of Business .

     (a) Tenant agrees that the above business is to be conducted in a reputable
manner, in keeping with good practices as established in the trade. Tenant shall
keep upon the Premises an adequate  staff of employees and an adequate  stock of
merchandise  during  business  hours  throughout the Term of this Lease so as to
insure a maximum profitable volume of business in and from the Premises.

     (b)  Subject to Section  15.1 of this Lease,  Tenant  agrees to assume full
responsibility  and at its own  cost to keep and  maintain  the  Premises  neat,
clean, in proper repair and decor,  and free from waste and offensive odors, and
in an orderly and sanitary condition,  free of vermin,  rodents,  bugs and other
pests.

     (c)  Landlord  and its agents  shall have the right,  but not the duty,  to
inspect the Premises at any time to determine  whether  Tenant is complying with
the terms of this Section 8.4. If Tenant is not in compliance  with this Section
8.4,  Landlord  shall have the right to  immediately  enter upon the Premises to
remedy said  noncompliance  at Tenant's  expense.  Landlord shall use reasonable
efforts to minimize interference with Tenant's business, but shall not be liable
for any interference  caused thereby.  Section 8.5 - Privileged License . Tenant
acknowledges that Landlord and affiliates of Landlord are businesses that are or
may  be  subject  to  and  exist  because  of  privileged   licenses  issued  by
governmental authorities relating to casino gaming ("Gaming Authorities").  If a
corporation,  Tenant shall  disclose the names of all officers and  directors of
Tenant,  and unless a publicly traded  corporation on a national stock exchange,
Tenant  shall  disclose to Landlord  all  ownership  interests in Tenant and all
lenders or sources of financing. If requested to do so by Landlord, Tenant shall
obtain  any  license,  qualification,  clearance  or the  like  which  shall  be
requested  or  required  of  Tenant  by  Landlord,  Gaming  Authorities  or  any
regulatory  authority  having  jurisdiction  over  Landlord or any  affiliate of
Landlord.  If Tenant  fails to satisfy  such  requirement  or if Landlord or any
affiliate  of Landlord is  directed  to cease  business  with Tenant by any such
authority,  or if Landlord shall in good faith determine, in Landlord's sole and
exclusive judgment, that Tenant, or any of its officers,  directors,  employees,
agents, designees or representatives, or partner, owner, member, or shareholder,
or any lender or  financial  participant  (a) is or might be  engaged  in, or is
about to be engaged in, any activity or activities, or (b) was or is involved in
any relationship,  either of which could or does jeopardize Landlord's business,
reputation or such licenses, or those of its affiliates,  or if any such license
is threatened to be, or is, denied, curtailed, suspended or revoked, then Tenant

<PAGE>

shall  immediately (i) terminate any relationship  with the individual or entity
which is the source of the  problem,  or (ii) cease the  activity  creating  the
problem to  Landlord's  satisfaction.  In the event  Tenant does not comply with
item (i) or (ii) above,  then  Landlord (x) may require  Tenant to  specifically
perform such obligation (the parties  recognizing that damages or other remedies
would be inadequate  under the  circumstances)  or (y) may terminate  this Lease
without liability to either party;  provided,  however,  if any matter described
herein is reasonably  susceptible to cure,  Tenant shall have a reasonable  time
within which to effect such cure (but in no event longer than the time available
to fully comply with any  requirement  imposed by law,  rule,  regulation or the
Gaming  Authorities)  and Landlord  shall not have the right to  terminate  this
Lease during such cure period.

Section 8.6 - Vendor Agreements . Tenant  acknowledges that Landlord has entered
into  or may in the  future  enter  into  agreements  with  vendors  or  service
providers  (hereinafter  "Common Vendors") to provide services to the Resort and
its tenants for the purposes of  achieving  uniformity  of  services,  favorable
pricing  and/or  limiting the number of service  providers  working in or making
deliveries to the Resort. Tenant agrees to contract with such Common Vendors for
services  and to abide by the terms of  Landlord's  agreements  with such Common
Vendors;  provided that amounts which are to be paid to such Common Vendors, and
the  quality of  product  and level of service  to be  provided  by such  Common
Vendors, shall at all times be competitive in the Las Vegas marketplace.

                                 ARTICLE IX TERM

     Section  9.1 - Term . The Term of this  Lease  shall  commence  on the Rent
Commencement  Date (see Sections 1.0(f) and 10.1) and the Term, unless the Lease
should be terminated  earlier,  shall expire at midnight on the "Term Expiration
Date" which  shall be at the end of the number of Lease Years  stated in Section
1.0(d).

     Section 9.2 -  Commencement  Date  Agreement . At any time  following  full
execution  of this Lease,  Landlord  and Tenant may,  upon the request of either
party,  execute a  supplemental  agreement  setting forth the  commencement  and
termination dates of the Term of this Lease.

     Section  9.3 -  Holding  Over . If, at the  expiration  of the Term of this
Lease,  Tenant  continues  to occupy the  Premises  with or  without  Landlord's
consent, its tenancy shall become  month-to-month  terminable by either party on
thirty  (30) days  prior  written  notice.  Tenant  shall be  subject to all the
conditions of this Lease  excepting the Term thereof and Tenant's  obligation to
pay  hold-over  rent equal to one hundred  fifty  percent  (150%) of the monthly
Fixed  Minimum Rent payable by Tenant  immediately  prior to  expiration  of the
Term,  and Tenant  shall be further  subject to any  changes to this Lease which
Landlord has given Tenant, in writing, during any thirty (30) day period for the
following thirty (30) day period.  Notwithstanding  anything contained herein to
the  contrary,  nothing  contained  in this  subparagraph  shall  be  deemed  or
construed  to give Tenant the right to hold over.  Tenant shall not be permitted
to hold over if Landlord  gives Tenant notice before the  expiration of the Term
of this Lease that Tenant may not hold over.

     Section 9.4 - Expiration of the Term of the Lease .

     (a) This Lease  shall  expire at the end of the Term  thereof  without  the
necessity of any notice from either  Landlord or Tenant to  terminate  the same,
and subject to Section 9.3 hereof, Tenant hereby waives notice to vacate or quit
the  Premises and agrees that  Landlord  shall be entitled to the benefit of all
provisions under this Lease respecting the summary recovery of possession of the
Premises from Tenant holding over to the same extent as if statutory  notice had
been given. However, if Tenant should vacate prior to the expiration of the Term
of the Lease,  Tenant will nevertheless be liable for all Rents due and owing up

<PAGE>

to the expiration of the Term.

     (b) For a period of six (6)  months  prior to the  expiration  of the Term,
upon  reasonable  prior notice to Tenant,  Landlord shall have the right and may
show the Premises and all parts  thereof to  prospective  tenants  during normal
business hours.

     (c) Tenant  shall  deliver  and  surrender  to Landlord  possession  of the
Premises upon the expiration or earlier  termination  of this Lease,  in as good
condition  and  repair  as the same  shall be at the  commencement  of said term
except ordinary wear and tear and casualty loss.

     (d) Tenant shall have no right to quit the  Premises,  cease to operate its
business,  cancel or  terminate  this Lease  except as such  right is  expressly
granted to Tenant herein.

     Section  9.5 - Renewal  of Term . Tenant  is  hereby  granted  an option to
extend the Term of this Lease,  hereinafter referred to as the "Original Lease",
for the additional consecutive periods set forth in Section 1.0(d)(ii),  if any,
provided that Tenant shall notify  Landlord,  in writing,  no less than nine (9)
months prior to the commencement of any such renewal term of Tenant's  intention
to exercise such Option,  and provided further that Tenant at the time of notice
of renewal,  as well as the  commencement  date of the renewal term, there is no
uncured Event of Default.  The terms and conditions of the renewal term shall be
the same as the terms and  conditions of the Original  Lease,  excepting for the
following modifications:

     (a) Tenant shall have no further right of renewal  after the  expiration of
the last renewal term.

     (b) The Fixed Minimum Rent as payable during the renewal periods,  shall be
calculated in accordance with Section 1.0(g).

     (c) The  Percentage  Rent as payable during the renewal  periods,  shall be
calculated in accordance with Section 1.0(h).

                        ARTICLE X RENT COMMENCEMENT DATE

     Section 10.1 - Rent Commencement Date .

     (a) As used in this Lease, the term "Rent Commencement Date" shall mean the
later of the dates specified in Section 1.0(f);  provided,  however,  that in no
event shall the Rent  Commencement  Date be later than the date Tenant opens for
business. ----------------------

     (b) Should the Rent  Commencement  Date occur on a day other than the first
day of a  calendar  month,  Tenant  shall be liable for Fixed  Minimum  Rent and
Additional Charges due for said previous partial month on a prorated basis based
upon a thirty (30) day month.

     Section  10.2 - Failure of  Delivery  of  Premises  to Tenant . If Landlord
shall fail to deliver  possession of the Premises to Tenant by December 31, 1999
for any cause within Landlord's reasonable control,  Tenant shall have the right
to terminate  this Lease upon written notice to Landlord given at any time on or
before  January  31,  2000  (provided  Landlord  has not  theretofore  delivered
possession of the Premises to Tenant),  and neither party shall have any further
obligation  hereunder  (except  with  respect to matters  that arose before such
termination).

     Section 10.3 - Tenant's Failure to be Open by the Rent  Commencement Date .
Notwithstanding any rights or remedies of Landlord set forth in Article XXIV, in
the event Tenant has not opened by the Rent Commencement Date except for reasons

<PAGE>

outside Tenant's control, Landlord shall have the right to require Tenant to pay
to Landlord as liquidated  damages and not as a penalty,  the sum of One Hundred
Dollars  ($100.00) for each day beyond the Rent Commencement Date that Tenant is
late in  opening  the  Premises  for  business,  which  payment is  intended  to
compensate  Landlord for actual and substantial losses that Landlord may suffer.
Nothing  contained  in this  Section 10.3 shall be construed to waive any rights
and remedies Landlord may have against Tenant, nor affect Tenant's obligation to
commence  payment  of Fixed  Minimum  Rent and  Additional  Charges  on the Rent
Commencement  Date.  Landlord may offset any amounts payable by Tenant hereunder
against any amounts Landlord may owe Tenant.

                                 ARTICLE XI RENT

     Section 11.1 - Fixed Minimum Rent .

     (a) Tenant  hereby  covenants  and agrees to pay to  Landlord's  authorized
agent, without deduction or set-off and without demand, at the address set forth
in Section  1.0(v) above or such other place as Landlord may, from time to time,
designate in writing, as Fixed Minimum Rent for the Premises,  the amount(s) set
forth in  Section  1.0(g),  said  amount(s)  to be due and  payable  in  monthly
installments,  in advance, on the Rent Commencement Date and on the first day of
each and every  calendar month  thereafter.  Tenant agrees at no time to pay the
monthly Fixed Minimum Rent more than one (1) month in advance of its due date.

     (b)  Notwithstanding  anything in this Lease to the contrary,  in the event
Tenant  fails to pay any Rents or any other  sum due and owing  Landlord  within
five (5) days following the due date of said Rents, then Tenant shall pay a late
charge of the  greater of (i) ten  percent  (10%) of the amount due and (ii) two
percent  (2%) per  month  of the  monthly  charges  due from the due date of any
installment of any Rents.

     (c) Should any  governmental  taxing  authority acting under any present or
future law,  ordinance,  or regulation,  levy,  assess,  or impose a tax, excise
and/or  assessment  (other than an income or franchise tax upon  Landlord's  net
income)  upon  Landlord  with  respect to Rents  payable by Tenant to  Landlord,
either by way of substitution for or in addition to any existing tax on land and
buildings or otherwise,  Tenant shall be responsible for and shall pay such tax,
excise and/or assessment, or shall reimburse Landlord for the amount thereof, as
the case may be.

     (d)  Notwithstanding  any  other  provision  hereof,  Tenant  shall  not be
required to pay Fixed Minimum Rent for any period of sixty (60) consecutive days
or more  that  less  than  seventy  percent  (70%) of the  gross  leasable  area
(excluding  second  level  space) on the main  level of the  Shopping  Center is
occupied, open for business and continuously operating.

     Section 11.2 - Percentage Rent .

     (a) Amount.  In addition to Tenant's Fixed Minimum Rent,  Tenant  covenants
and agrees to pay to Landlord, without deduction or set-off, Percentage Rent for
each  calendar year during the term hereof in the amount(s) set forth in Section
1.0(h),  during  each  month of such  calendar  year  during or after  which the
Percentage Rent breakpoints set forth in Section 1.0(h) have been reached.

     (b) Payment.

     (i) The Percentage  Rent due for each calendar month shall be payable by no
later than the fifteenth (15th) day of the immediately following calendar month.
Said payments of Percentage Rent shall be made  concurrently with the submission
of  Tenant's  written   statement  of  monthly  Gross  Revenue  to  Landlord  as
hereinafter provided.


<PAGE>

     (ii) Upon  submission of Tenant's  certified  statement of Gross Revenue at
the close of each calendar year, as provided in Section 11.5 herein, adjustments
of amounts  due for  Percentage  Rent shall be made to the  respective  parties.
Overpayments of Percentage Rent shall be credited  against the next  installment
of Percentage  Rent due (or, if at the end of the Term,  Landlord shall pay such
amount to Tenant  within  thirty  (30)  days  after  Tenant  has  delivered  its
certified statement of Gross Revenues to Landlord).  Underpayments of Percentage
Rent  shall be paid to  Landlord  within  thirty  (30)  days  after  Tenant  has
delivered its certified statement of Gross Revenues to Landlord.

     (iii)  Notwithstanding  the provision  for the payment of Percentage  Rent,
Landlord  shall not,  in any event,  be deemed to be a partner or  associate  of
Tenant in the conduct of its business.  The  relationship  of the parties hereto
shall, at all times, be solely that of Landlord and Tenant.

     Section  11.3 - Gross  Revenue . The term  "Gross  Revenue"  wherever  used
herein  shall be  defined to mean the total  amount of all sales of  merchandise
and/or services and all other receipts of all business conducted in, at, or from
any part of the Premises,  whether the same be for cash, barter,  credit, check,
charge  account,  gift,  and  merchandise   certificates   purchased,  or  other
disposition of value regardless of collection,  in the event of sale upon credit
or charge  account,  and whether made by Tenant,  sub-tenants,  concessionaires,
licensees,  or assignees  of Tenant.  The value of each sale shall be the actual
total sales price  charged  the  customer,  and shall be reported in full in the
month  that the  transaction  occurs  irrespective  of when,  or if,  payment is
received. Gross Revenue includes orders or sales which originate in, at, or from
the Premises,  whether delivery or performance is made from the Premises or from
another  place,  and  orders  and  sales of goods  and  services  delivered  and
performed  from the  Premises as a result of orders taken  elsewhere;  orders or
sales mailed,  telephoned, or telegraphed,  which are received at or filled from
the  Premises;   all  sales  and  revenue   accruing  by  means  of  mechanical,
self-operated,  or automatic vending devices on the Premises.  There shall be no
deduction or  exclusion  from Gross  Revenue  except as  specifically  permitted
hereafter. Any deposit not refunded shall be included in Gross Revenue.

     Section  11.4  -  Exclusion  from  Gross  Revenue  .  Notwithstanding   the
foregoing, Gross Revenue shall not include:

     (a) Merchandise  returned in the amount of cash refunded,  credit given, or
discounts and allowance granted or exchanges made,  provided that the sale price
of such items was originally included in Gross Revenue.

     (b) The amount of any sales,  use or gross  receipts  tax,  or excise  tax,
imposed by any governmental  authority  directly on sales and collected from the
customers, providing the amount of such tax is separately recorded.

     (c) The  exchange  of  merchandise  between  stores  of  Tenant,  when such
exchanges are made solely for the operation of Tenant's business and not for the
purpose of consummating a sale which has been made at, in or from the Premises.

     (d) Merchandise  returned for credit to shippers,  jobbers,  wholesalers or
manufacturers.

     (e) Revenue from sale of trade  fixtures after use in the Premises and sums
or  credits  received  in  settlement  of  claims  for  loss  of  or  damage  to
merchandise.

     (f) Revenue from vending machines for Tenant's employee use only.

     (g) Shipping, delivery and mailing charges.

     (h) Interest,  service or sales carrying charges, or other charges, however

<PAGE>

denominated, paid by customers for the extension of credit on sales.

     (i) Sales to  employees  at a discount,  not to exceed two percent  (2%) of
Gross Revenues in any single calendar year.

     (j) Charges,  fees and  discounts  paid by Tenant to credit card issuers on
account  of the use of  credit  cards by  Tenant's  customers  in the  Premises.
Section 11.5 - Reporting .

     (a) Tenant shall submit to Landlord,  on or before the fifteenth (15th) day
of each month of each Lease Year,  commencing  in the second  month of the first
Lease Year, a written statement signed by Tenant showing Tenant's Gross Revenue,
as herein defined, for the preceding calendar month.

     (b) On or before  forty-five (45) days following the close of each calendar
year (or the  expiration  of the  Term),  Tenant  shall  furnish  to  Landlord a
statement  certified by either,  at Tenant's  option,  an officer of Tenant or a
certified  public  accountant  employed by Tenant,  if any, of the Gross Revenue
made by Tenant from the Premises during the preceding  calendar year (or portion
thereof).

     (c) For the  purpose of  ascertaining  the amount of  reportable  sales and
revenue,  Tenant  agrees  to  record  each  and  every  sale at the  time of the
transaction on either a cash register having a sealed, continuous, cash register
tape with  cumulative  totals,  which  numbers,  records,  and  duplicates  each
transaction  entered into the  register,  (in any event such cash  register must
have a non-resettable  grand total) or on serially prenumbered sales slips or on
a computer system that produces and maintains  comparable  records. In the event
Tenant chooses to record each sale by using a cash register,  Tenant agrees that
the  continuous,  cash  register  tape will be sealed or locked in such a manner
that it is not accessible to the person  operating the cash register.  If Tenant
chooses to record each sale on individual  sales slips,  Tenant agrees that said
sales slips (including those canceled,  voided, or not used) will be retained in
numerical  sequence for the period set forth in Section  11.6 herein.  If Tenant
chooses  to record  each sale on a  computer  system,  Tenant  agrees  that such
computer  system  will be set up so that such  records  cannot be changed by the
person operating the computer system.

     (d) If Tenant  shall fail to prepare  and deliver  any  statement  of Gross
Revenue in a timely manner as required  herein,  and such failure  continues for
thirty (30) days after Landlord notifies Tenant thereof,  Landlord may do any or
all of the following: (i) elect to treat Tenant's failure to report as a default
of this  Lease;  (ii) elect to make an audit of all books and  records of Tenant
which in any way pertain to or show Gross  Revenue and to prepare the  statement
or statements which Tenant has failed to prepare and deliver;  or (iii) impose a
late/non-reporting fee of One Hundred Dollars ($100.00) for each such failure by
Tenant.  The statement or statements so prepared  shall be conclusive on Tenant,
and Tenant shall pay on demand all expenses of such audit and of the preparation
of any such  statements  and all sums as may be shown by such audit to be due as
Percentage Rent.

     (e) All such statements and reports shall be kept in confidence by Landlord
except  in  connection  with  a  sale,  mortgage,   administrative  or  judicial
proceedings.

     (f) Landlord  may, in its sole and absolute  discretion,  provide a program
for the purpose of collecting daily sales  information  directly from Tenant via
Tenant's designated  representatives at the Premises.  The program may be in the
form of  automated,  computerized  telecommunication.  The costs and expenses in
connection with the operation of the program will be paid for either by Landlord
or by  proceeds  from the  Marketing  Fund.  The  information  collected  may be
utilized by Landlord for  evaluating  and  responding  to market trends and such

<PAGE>

other matters as Landlord finds appropriate.

     Section 11.6 - Books and Records .

     (a) Tenant  agrees to keep on the  Premises,  or at its  principal  office,
accurate  books  and  records  (as more  specifically  identified  below) of all
business  conducted  at the  Premises  in  accordance  with  generally  accepted
accounting  practices  consistently  applied, and said records shall be open and
available for  examination at the Premises at all reasonable  times to Landlord,
or  Landlord's  representatives  (up to twice per Lease Year),  upon  reasonable
notice to  Tenant,  for the  purpose  of  ascertaining  or  verifying  the Gross
Revenue. All records shall be retained by Tenant for examination by Landlord for
a period of at least two (2) years  following  the end of the calendar  year for
which said records apply.

     (b) Tenant  further  agrees  that for the  purposes  hereinbefore  recited,
Tenant  shall  prepare,  preserve  and  maintain  for each  calendar  year,  the
following documents, books, accounts and records:

     (1) Daily cash register  summary tapes (normally  referred to as "Z Tapes")
and  sealed,  continuous,  cash  register  tapes or  prenumbered  sales slips or
comparable computer records, maintained as recited herein;

     (2) A single, separate bank account into which all receipts of business and
other revenue from operations on or from the Premises are deposited;

     (3) All bank statements  detailing  transactions in or through any business
bank account;

     (4) Daily or weekly sales recapitulations;

     (5) A sales journal;

     (6) A  general  ledger  or a  summary  record  of  all  cash  receipts  and
disbursements from operations on or from the Premises;

     (7)  Copies of all sales or use tax  returns  filed  with any  governmental
authority which reflect in any manner sales,  income or revenue  generated in or
from the Premises; and

     (8) Such other  records or accounts as Landlord may  reasonably  require in
order to  ascertain,  document,  or  substantiate  reportable  Gross  Revenue as
defined herein.

     (c) If upon  inspection  or  examination  of Tenant's  available  books and
records of account,  Landlord  determines  that  Tenant has failed to  maintain,
preserve, or retain the above-recited  documents,  books, and records of account
in the manner  detailed  herein,  Landlord  shall give Tenant sixty (60) days to
cure  said  deficiencies.  Further,  if  Tenant  is  found  to be  deficient  in
maintaining  any of the  above-recited  documents,  books or records of account,
Tenant shall reimburse Landlord for reasonable  expenses incurred by Landlord in
determining  said  deficiencies,  including,  but not  limited  to, any audit or
examination fees incurred by Landlord.

     If after receiving the aforesaid  notice,  and upon expiration of the sixty
(60)  day  time  period  specified  herein,  Tenant  fails  to  cure  the  noted
deficiencies,  Landlord may, at its option,  either grant Tenant additional time
to cure the  deficiencies,  hold Tenant in default of the Lease,  or at Tenant's
expense, and for its benefit, retain a good and reputable independent accounting
or bookkeeping firm to prepare and maintain the above-recited  documents,  books
and records of accounts. If Landlord elects the latter option, Tenant agrees and
covenants  that the  representative  or  representatives  of said  accounting or

<PAGE>

bookkeeping  firm will have full right of entry and access to the  Premises  and
existing financial  records,  and full cooperation by Tenant, for the purpose of
establishing and maintaining the documents, records and books of account recited
hereinabove.  Any  expenses  incurred by Landlord in  furtherance  of its rights
hereunder will be considered additional rent for the Premises due and payable by
Tenant with the next due installment of Rents.

     (d) In the event an  examination  of the  records of Tenant to verify  said
Gross Revenue shall disclose a deficiency in excess of three percent (3%) of the
Gross  Revenue  reported  for any  calendar  year where  Percentage  Rent is due
Landlord, (1) Tenant agrees to pay to Landlord the reasonable costs and expenses
of such audit,  and (2) any additional  Percentage Rent found due and owing as a
result of said  audit  shall be  immediately  paid by Tenant  to  Landlord  upon
demand.  If an  examination  by Landlord or its  representative  discloses  that
Tenant  has   overreported   Gross  Revenue  and  that,  as  a  result  of  said
overreporting,  Tenant has overpaid  Percentage Rent, Landlord shall give Tenant
credit against the next due installment of Rents due and owing by Tenant for the
overpaid Percentage Rent (or, if at the end of the Term, Landlord shall pay such
amount to Tenant  within  thirty  (30)  days  after  Tenant  has  delivered  its
certified statement of Gross Revenues to Landlord).

                         ARTICLE XII ADDITIONAL CHARGES

     Section  12.1 - Status of  Charges . As part of the Rents  provided  for by
this Lease,  Tenant  agrees to pay to Landlord,  as  hereinafter  provided,  the
"Additional  Charges" as  described  in this  Article  and Article  XIII for the
purposes as hereinafter set forth.  Such Additional  Charges shall be subject to
all  provisions of this Lease and shall be deemed  included as part of Rents due
and owing hereunder.

Section 12.2 - Common Area Maintenance Costs .

     (a) The term "Common Area Maintenance  ('CAM') Cost" means the total of all
items of cost related to maintaining,  managing, operating,  policing, securing,
repairing,  replacing,  enhancing,  insuring  and  protecting  the Common  Area,
including  but not limited to: all cost of  maintaining,  painting and upgrading
facilities,  fixtures and  improvements,  including but not limited to,  parking
decks or structures,  cleaning,  removal of trash, dirt and debris, snow and ice
removal, sweeping and janitorial services; all such maintenance and construction
work as shall be required to preserve and maintain the utility and appearance of
the  Common  Area;  lighting  of  outdoor  areas,  mall and  service  corridors;
maintenance,  repair and replacement of roof/roofs,  and sprinkler systems; cost
of plantings,  landscaping and mall amenities, interior and exterior landscaping
and supplies  incidental thereto to include all seasonal and similar decorations
plus  the cost of all  utilities  utilized  in  connection  therewith;  costs of
maintenance and repair of the system which heats,  ventilates and air conditions
the Enclosed Mall and Landlord's energy costs incurred in connection  therewith;
directional   signs,   shopping   center  signs,   bumpers  and  other  markers;
installation,  maintenance and repair of any security  systems,  fire protection
systems, lighting and utility systems, and storm drainage systems; installation,
maintenance,  repair and  replacement of disposal  plants,  lift  stations,  and
retention  ponds or basins;  costs and  expenses of payroll,  payroll  taxes and
employee  benefits of all management  personnel,  including  without  limitation
managers,  security and maintenance people,  secretaries and bookkeepers;  costs
and expenses of operating,  maintaining,  repairing and replacing  machinery and
equipment  used in the operation and  maintenance  of the Common Areas,  and the
personal  property  taxes and other  charges  incurred in  connection  with such
machinery and equipment;  management  fees, costs and expenses of purchasing and
maintaining in full force insurance  (including,  without limitation,  liability
insurance  for personal  injury,  death and  property  damage,  rent  insurance,
insurance against fire, extended coverage, theft or other casualties,  all risk,
difference in conditions,  sprinkler, malicious mischief, vandalism, earthquake,

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flood,  worker's compensation  insurance covering personnel,  fidelity bonds for
personnel, insurance against liability for defamation and claims of false arrest
occurring on or about the Common Areas,  and plate glass  insurance),  costs and
expenses  enforcing any operating  agreements  pertaining to the Common Areas or
any  portions  thereof,  and  any  easement  agreement,  or  reservation  or any
arbitration or judicial  actions  undertaken with respect to the same; costs and
expense of  policing/security,  including uniforms,  equipment and all supplies;
all costs relating to separate employee parking areas, including but not limited
to the  cost of any  shuttle  services  Landlord  may  provide  and the  cost of
transportation services,  depreciation of equipment and equipment buildings used
in  operating,  maintaining  and replacing the Common Areas and/or rent paid for
the leasing of any such equipment or buildings;  cost and expense for the rental
of  music  program  service  and  loudspeaker   systems   including   furnishing
electricity;  services furnished by Landlord for nonexclusive use of all tenants
on a non-profit basis including parcel pick up and delivery services and shuttle
bus service;  the cost of pest extermination;  the cost of improvements not part
of initial Shopping Center  construction  except as otherwise  provided below in
this  Section  12.2(a);  and an  administration  cost in an amount not more than
fifteen percent (15%) of the total cost and expense of all the foregoing.

     Notwithstanding  anything to the contrary in the definition of "CAM Costs",
CAM Costs  shall  not  include:  (i) the cost of any  repairs  made by  Landlord
because of the total or partial destruction of the Shopping Center from casualty
or  condemnation,  (ii) the costs of capital  improvements  except for those (A)
made to reduce CAM Costs  (amortized at an annual rate reasonably  calculated to
equal the amount of CAM Costs to be saved in each calendar year  throughout  the
Lease Term (as  determined by Landlord at the time  Landlord  elected to proceed
with the capital improvements to reduce the CAM Costs)),  together with interest
at Landlord's  reasonable  estimate of its actual cost of funds,  or (B) made to
comply with laws, statutes or insurance requirements not in force at the time of
the  initial  construction  of  the  Shopping  Center,  or  undertaken  for  the
protection  of the health and safety of occupants  and customers of the Shopping
Center (which shall be amortized,  including interest on the unamortized cost at
Landlord's actual cost of funds,  over its useful life as reasonably  determined
by Landlord),  (iii) the cost of removing Hazardous  Materials from the Shopping
Center, or (iv) costs for which Landlord is reimbursed by insurance  proceeds or
warranties.

     (b) Tenant's  Proportionate  Share of the CAM Costs shall be paid by Tenant
to Landlord in equal monthly installments,  in advance, on the first day of each
calendar  month during the Term of this Lease in an amount equal to  one-twelfth
(1/12) of Tenant's  Proportionate Share of the CAM Costs as reasonably estimated
by Landlord  for the fiscal  year.  The amount due for any  partial  fiscal year
shall be prorated accordingly.

     (c)  Within  ninety  (90) days  after  the end of  Landlord's  fiscal  year
(January  1 -  December  31),  Landlord  shall  furnish  Tenant  with a  written
statement in reasonable detail of the actual CAM Costs and the amount and manner
of calculation of Tenant's  Proportionate Share thereof for the preceding fiscal
year.  Landlord  reserves the right,  however,  to change its fiscal year at any
time during the Term of this Lease upon  reasonable  prior notice to Tenant.  If
Tenant's  Proportionate  Share of the actual CAM Costs  exceed the  aggregate of
Tenant's  monthly  payments,  Tenant  shall pay to Landlord any  deficiency  due
within  fifteen  (15) days  after  receipt of said  statement  by  Landlord.  If
Tenant's  monthly  payments have exceeded  Tenant's  Proportionate  Share of the
actual CAM Costs,  any surplus paid by Tenant shall be credited against the next
ensuing  installment  of Rents  until such  surplus is  exhausted,  unless  such
surplus has occurred during Tenant's last year prior to expiration of the Lease,
in which event  Landlord  shall refund such excess to Tenant  within thirty (30)
days after  determination of such surplus has been made.  Failure of Landlord to
provide the statement  called for hereunder within the time prescribed shall not
relieve Tenant of its obligations hereunder.
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     The  obligations  of Landlord and Tenant to make the  foregoing  adjustment
shall survive the expiration or earlier termination of this Lease.

     (d)  Landlord  shall  keep at its  principal  offices,  accurate  books and
records  of the CAM  Costs in  accordance  with  generally  accepted  accounting
practices consistently applied, and said records shall be open and available for
examination at all reasonable times to Tenant, or Tenant  representatives,  upon
reasonable  notice to Landlord and not more than once per calendar year, for the
purpose of ascertaining or verifying the CAM Cost. The results of any such audit
shall be kept  confidential  by Tenant except that the same may be disclosed (i)
to Tenant's professional  advisors and consultants,  (ii) to the extent required
by law,  or  (iii) in  connection  with any  judicial,  administrative  or other
dispute  resolution  proceeding  to enforce any right of Tenant  hereunder . All
records shall be retained by Landlord for  examination by Tenant for a period of
at least  two (2)  years  following  the end of the  fiscal  year for  which the
records apply.

     (e) In the event an  examination  of the  records of Landlord to verify CAM
Cost shall disclose that actual CAM Costs were more than three percent (3%) less
than the CAM Costs  reported for any calendar  year,  Landlord  agrees to pay to
Tenant the reasonable  costs and expenses of such audit.  Any overpayment of CAM
Cost shall be  reimbursed  to Tenant by Landlord and any  underpayment  shall be
paid to  Landlord  by Tenant  within  thirty  (30) days after the results of the
audit.

     Section 12.3 - Real Estate Taxes .

     (a) (i) The term "real  estate  taxes"  shall mean all taxes,  assessments,
charges,  levies,  fees and other  governmental  charges,  general and  special,
ordinary and extraordinary,  of any kind and nature whatsoever,  including,  but
not limited to, assessments for off-site public  improvements for the benefit of
the Shopping Center, which shall be laid, assessed,  levied, or imposed upon the
Shopping Center or any part thereof and which are payable at any time during the
term hereof,  and all gross receipts taxes, rent taxes, and occupancy taxes, and
shall include all of Landlord's reasonable  administrative costs and any and all
reasonable costs,  including  reasonable  attorney fees, incurred by Landlord in
contesting or negotiating the taxes with any governmental  authority,  excepting
only franchise,  estate,  inheritance,  succession,  capital levy, transfer, net
income and excess profits taxes imposed upon Landlord.

     (ii) The  Rents  to be paid  under  this  Lease  shall be paid to  Landlord
absolutely and without  deduction for taxes of any nature  whatsoever.  Landlord
and Tenant  recognize and  acknowledge  that there may be changes in the current
real  property  tax system  and that  there may be  imposed  new forms of taxes,
assessments,  charges,  levies or fees,  or there may be an  increase in certain
existing  taxes,  assessments,  charges,  levies or fees placed on, or levied in
connection with the ownership,  leasing,  occupancy or operation of the Shopping
Center or the Premises.  All such new or increased taxes,  assessments,  charges
levies or fees which are imposed or  increased  as a result of or arising out of
any changes in the structure of the real property tax system or any  limitations
on the real property taxes which can be assessed on real property including, but
not  limited  to,  any and all  taxes,  assessments,  charges,  levies  and fees
assessed or imposed due to the existence of this Lease  (including any surcharge
on the income  directly  derived by  Landlord  therefrom)  or for the purpose of
funding special assessment  districts of the type funded by real property taxes,
shall also be included  within the meaning of "real estate  taxes." With respect
to any  general or special  assessment  which may be levied  against or upon the
Premises  or the  Shopping  Center and which under the laws then in force may be
evidenced  by  improvement   or  other  bonds,   or  may  be  paid  in  periodic
installments,  there shall be included within the meaning of "real estate taxes"
with  respect to any tax fiscal year only the amount  currently  payable on such

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bond for such tax fiscal year, or the periodic  installment  for such tax fiscal
year.

     (iii) Tenant shall be responsible for payment of any type of tax, excise or
assessment,  (regardless  of label or whether in the form of a rental tax, gross
receipts  tax,  sales tax,  occupation  tax,  use  assessments,  privilege  tax,
franchise  tax, or  otherwise,  except any tax,  excise or  assessment  which in
substance  is a net income or franchise  tax that is based solely on  Landlord's
net  income),  which  is  levied,  assessed  or  imposed  at  any  time  by  any
governmental authority upon or against the Premises, the use or occupancy of the
Premises,  the Rents payable by Tenant to Landlord, or otherwise with respect to
the Landlord-Tenant  relationship hereunder. Tenant shall pay the full amount of
such  tax,  excise  or  assessment  directly  to  the  appropriate  governmental
authority,  unless the applicable  law expressly  imposes solely on Landlord the
duty to pay or collect  such tax,  excise or  assessment,  in which case  Tenant
shall pay the full amount of such tax, excise or assessment as part of the Rents
due and payable under this lease to Landlord  within twenty (20) days  following
receipt of Landlord's billing therefor.  Notwithstanding that the applicable law
may  impose  on  Landlord  the  duty  to pay or  collect  such  tax,  excise  or
assessment,  it is  understood  and agreed that  Tenant  shall  nevertheless  be
obligated  to  pay  such  tax,  excise  or  assessment  and  Landlord  shall  be
indemnified against and saved harmless from the same by Tenant. In the event (i)
Tenant fails to timely pay such tax,  excise or assessment and Landlord pays the
same, or (ii) Landlord elects in its sole discretion to pay the same in advance,
Tenant shall promptly  reimburse  Landlord for the amount thereof as part of the
Rents due and payable under this Lease.  The provisions of this paragraph  shall
also apply to any such tax,  excise or assessment  which may at any time replace
or supplement any tax, excise or assessment described herein.

     (b) The Premises, its leasehold improvements and the underlying realty will
not be separately assessed for tax purposes but instead will be assessed as part
of a larger parcel or parcels of land and  improvements  comprising the Shopping
Center.  Accordingly,  Tenant agrees to pay its Proportionate Share of said real
estate taxes. Tenant's Proportionate Share of real estate taxes shall be paid by
Tenant  to  Landlord  in equal  monthly  installments  on the  first day of each
calendar month during the Term of this Lease,  in an amount equal to one-twelfth
(1/12) of Tenant's  Proportionate  Share of said real estate taxes as reasonably
estimated  by Landlord for the tax year.  The amount due for any partial  fiscal
year shall be prorated accordingly.

     (c)  Within  ninety  (90)  days  after  Landlord's  payment  of  the  final
installment  of real  estate  taxes for each tax year,  Landlord  shall  furnish
Tenant with a written  statement in reasonable  detail showing the actual amount
of the real estate taxes applicable to the Shopping Center and the actual amount
and manner of  calculation  of Tenant's  Proportionate  Share  thereof  ("Actual
Taxes").  If  Tenant's  Proportionate  Share  of the  Actual  Taxes  exceed  the
aggregate  of  Tenant's  monthly  payments,  Tenant  shall pay to  Landlord  any
deficiency due Landlord  within thirty (30) days after receipt of said statement
by Tenant. If Tenant's aggregate monthly payments exceed Tenant's  Proportionate
Share of the Actual Taxes,  any surplus paid by Tenant shall be credited against
the next ensuing  monthly  installment  of Rent until such surplus is exhausted,
unless such surplus has occurred  during  Tenant's last year prior to expiration
of the Lease in which event  Landlord  shall refund such excess to Tenant within
thirty (30) days after  determination of such surplus has been made.  Failure of
Landlord  to  provide  the  statement  called  for  hereunder  within  the  time
prescribed shall not relieve Tenant of its obligations hereunder. Landlord shall
make  available  for  inspection  by Tenant upon  reasonable  notice from Tenant
copies of all bills relating to Actual Taxes.

     The  obligations  of Landlord and Tenant to make the  foregoing  adjustment
shall survive the expiration or earlier termination of this Lease.


<PAGE>

     Section 12.4 - Marketing Fund .

     (a) During the term  hereof,  Landlord  shall  maintain  a  marketing  fund
("Marketing Fund") which shall be used by Landlord to pay all costs and expenses
associated  with the  formulation and carrying out of an ongoing program for the
promotion of the Shopping Center, which program may include, without limitation,
special events,  shows,  displays,  signs,  marquees,  decor,  seasonal  events,
advertising for the Shopping  Center,  promotional  literature to be distributed
within and outside the Shopping Center and other activities  within the Shopping
Center designed to attract customers.

     (b) In addition, Landlord may use the Marketing Fund to defray the costs of
administration of the Marketing Fund, including,  without limitation, the salary
of  a  marketing  director  and  related  administrative   personnel,  rent  and
insurance.

     (c) Tenant shall make a  contribution  to the Marketing  Fund in the amount
set forth in Section 1.0(l), hereinafter referred to as "Tenant's Marketing Fund
Contribution".  Tenant's  Marketing Fund Contribution shall be paid by Tenant in
equal monthly  installments,  in advance,  without deduction or set-off,  on the
first day of each calendar month.  The amount due for all partial calendar years
shall be prorated accordingly. ------------------------------------

     (d) At the end of each calendar year or part  thereof,  Tenant's  Marketing
Fund  Contribution  shall be  adjusted  annually  by a  percentage  equal to the
percentage  increase in the CPI-U measured for the twelve (12) month period from
the CPI-U published nearest to the Rent Commencement Date to the CPI-U published
on the next succeeding  anniversary  thereof and thereafter for each twelve (12)
month period between each succeeding anniversary thereof.

     Section  12.5 - Security  Deposit .  Concurrently  with its  execution  and
submission  of this Lease,  Tenant shall  deposit with  Landlord and  thereafter
during the Term of the Lease shall  maintain on deposit with  Landlord,  without
interest,  the sum set forth in Section 1.0(w) as security deposit for the full,
prompt and faithful performance by Tenant of all of its obligations hereunder.

     It is also agreed between the parties herein as follows:

     (a) That such  deposit or any portion  thereof may be applied to the curing
of any default that may exist, without prejudice to any other remedy or remedies
which Landlord may have on account  thereof,  and upon such  application  Tenant
shall pay  Landlord on demand the amount so applied  which shall be added to the
security deposit so the same will be restored to its original amount;

     (b) That should the  Premises be  transferred  by  Landlord,  the  security
deposit or any balance  thereof may be turned over to  Landlord's  successor  or
transferee, and Tenant agrees to look solely to such successor or transferee for
such application or return;

     (c) That  Landlord or its  successors  shall not be  obligated  to hold the
security deposit as a separate funds, but may commingle it with other funds; and

     (d) That if  Tenant  shall  faithfully  perform  all of the  covenants  and
agreements in this Lease  contained on the part of Tenant to be  performed,  the
security deposit,  or any then remaining  balance thereof,  shall be returned to
Tenant,  without  interest,  within thirty (30) days after the expiration of the
term of the Lease.

     Section  12.6 - Grand  Opening  Marketing  Assessment  . In addition to the
charges set forth in this Lease, Tenant shall pay to Landlord upon being billed,
as an assessment for the initial opening of the Shopping Center,  the amount set
forth in Section 1.0(k). This sum shall be used for the purpose of defraying the

<PAGE>

promotional  expense in  connection  with the  initial  opening of the  Shopping
Center and shall be paid by Tenant whether or not Tenant  participates  in or is
open for business for the initial opening of the Shopping Center. Any portion of
such  assessment not actually  expended in connection  with such initial opening
shall be retained in the Marketing  Fund for subsequent  expenditures.  Landlord
shall not bill  Tenant  for such  assessment  prior to the date  sixty (60) days
before the Scheduled Opening Date.

                     ARTICLE XIII PREMISES UTILITY SERVICES

     Section  13.0 - Status of  Charges . As part of the Rents  provided  for by
this Lease  Tenant  agrees to pay to  Landlord,  as  hereinafter  provided,  the
utility  service  charges  which  shall be deemed to be  included as part of the
Additional Charges described in Article XII.

     Section 13.1 - Utilities . Landlord  will  provide at a point  available to
the  Premises  the  facilities  necessary  to enable  Tenant  to obtain  for the
Premises  water,  electricity,   telephone  and  sanitary  sewer  service,  such
facilities being more specifically  described in Exhibit "GCS1.0".  Tenant shall
be solely  responsible for payment or reimbursement to Landlord of all utilities
and services provided to the Premises, including, without limitation, gas, heat,
water  electricity,  other power, air  conditioning,  telephone  service,  flora
maintenance  and  preservation,  oven and stove exhaust  cleaning and air filter
replacement  services,   premises  cleaning  service,  interior  window  washing
services,  garbage disposal,  pest control and sewerage  services.  Landlord may
include a service  charge of up to  Twenty-Five  Dollars  ($25) per month in the
cost of utilities billed directly by Landlord.  Tenant shall also be responsible
for and pay all connection or service fees in connection with such utilities and
services. All costs of providing meters or submeters shall be paid by Tenant. If
applicable, Tenant shall pay all utility charges directly to the billing utility
company  by no later  than the due date  specified  in any  bill.  Landlord  may
provide  heating,  chilled  water and  chilled  air from a central  plant to the
Premises,  in which case Tenant  shall pay to Landlord  (or the  operator of the
central  plant,  if  applicable)  Tenant's share of the cost of such services as
reasonably  determined  by  Landlord.  Such share shall be paid to Landlord  (or
plant operator) by the first day of each and every month as additional rent.

     Section 13.2 - Premises Heating,  Ventilating and Air-conditioning System .
Tenant is to provide its own equipment and facilities  for heating,  ventilating
and  air-conditioning the Premises ("Premises HVAC System") described in Exhibit
"GCS1.0",  and shall operate and maintain the same during the Term of this Lease
and such  equipment  shall  belong to  Landlord  at the  expiration  or  earlier
termination of this Lease.

     Section 13.3 - Discontinuance of Service . Landlord reserves the right with
thirty  (30) days  prior  written  notice  to Tenant to cut off and  discontinue
water, electricity, air conditioning, heating, ventilating, and any or all other
service without  liability to Tenant,  whenever and during any period after such
thirty (30) day period in which bills for the same remain unpaid by Tenant.  Any
such  action by  Landlord  shall not be  construed  by Tenant or any other party
interpreting this Lease as an eviction or disturbance of possession of Tenant or
an election by Landlord to terminate  this Lease on account of such  nonpayment.
If such service is discontinued  or  disconnected  by Landlord  pursuant to this
Section 13.3,  any  reconnection  of such service shall be at Tenant's sole cost
and expense.

     Section 13.4 -  Interruption  of Service . Landlord  shall not be liable to
Tenant in damages or otherwise  if any one or more of said  utility  services or
obligations hereunder is interrupted or terminated because of necessary repairs,
installations,  construction  and expansion,  non-payment of utility charges due
from  Tenant,  or by  reason of  governmental  regulation,  statute,  ordinance,
restriction or decree, or any other cause beyond Landlord's  reasonable control.

<PAGE>

No such interruption or termination of utility service shall relieve Tenant from
any of its  obligations  under this  Lease.  If any one or more of such  utility
services or obligations  hereunder is interrupted or terminated due to any cause
within  Landlord's  reasonable  control,  and such  interruption  or termination
prevents  Tenant from operating  Tenant's  business in the Premises for five (5)
consecutive  days,  then the payment of Rent by Tenant  shall be abated for each
day after the five (5) day period during which said  interruption or termination
prevents Tenant from operating Tenant's business in the Premises.

                                ARTICLE XIV SIGNS

     Section  14.1 - Tenant's  Obligation  . Tenant  shall only erect such signs
that have been  approved by Landlord in  accordance  with  Exhibit  "GCS1.0" and
requirements of all governmental authorities, and said signs shall be maintained
in good  condition  by Tenant.  Tenant shall obtain all permits and licenses for
its sign(s).  Tenant  shall not exhibit or affix any other type of sign,  decal,
advertisement,  notice or other writing,  awning, antenna or other projection to
the roof or the  outside  walls or windows of the  Premises  or the  building of
which the Premises are a part, without Landlord's approval.  No movable displays
or sales  fixtures  will be allowed in the Design  Control  Area (as  defined in
Exhibit "GCS1.0") except behind the display windows or store closure.

     Section 14.2 - Interior Signs and  Advertising . Tenant further agrees that
no  advertising  material of any kind  except  temporary  price tags  related to
merchandise on display shall be placed within four (4) feet of any customer door
or lease  line of the  Premises  or on the  surface  of any  display  window  or
customer  door. All window  display  advertising  material and signs shall be in
keeping in character and  standards  with the  improvements  within the Shopping
Center as reasonably  determined by Landlord and as more specifically  described
in Exhibit  "GCS1.0,"  and  Landlord  reserves  the right to  require  Tenant to
correct any  nonconformity.  Any such display and signs shall only be related to
merchandising of goods from the Premises.

                       ARTICLE XV REPAIRS AND ALTERATIONS

     Section 15.1 - Repairs by Landlord .

     (a) Landlord shall keep the roof, structural portions,  the exterior of the
Premises,  parking  facilities  and other Common Areas,  in good and  tenantable
condition  and repair  during the Term of this Lease,  subject to Section  12.2,
provided,  however,  if the need for such repair is  attributable  to or results
from the  negligence or misconduct of Tenant or its agents and is not covered by
Section  17.4,  or is  Tenant's  responsibility,  then in such case  Tenant does
hereby agree to and shall reimburse Landlord for all costs and expenses incurred
by Landlord with respect to such repairs.

     (b) As  used  in this  Article  the  expression  "structural  portions  and
exteriors of the  Premises"  shall not be deemed to include store front or store
fronts,  plate  glass,  window cases or window  frames,  doors or door frames or
alterations   required  to  comply   with  any   governmental   regulations   or
requirements, including, but not limited to, the Americans with Disabilities Act
("ADA").  It is expressly  understood and agreed that Landlord shall be under no
obligation to make any repairs, alterations, --- replacements or improvements to
and upon the Premises  resulting from  compliance with the ADA or the mechanical
equipment exclusively serving the Premises at any time.

     (c)  Landlord  shall not in any way be liable to Tenant for failure to make
repairs as herein specifically required of Landlord unless Tenant has previously
notified  Landlord  in writing  of the need for such  repairs  or  Landlord  has
otherwise  obtained  knowledge  thereof and Landlord has failed to commence said
repairs within a reasonable period of time following receipt of Tenant's written
notification or such knowledge,  and has not diligently  pursued said repairs to

<PAGE>

completion.

     Section 15.2 - Repairs by Tenant .

     (a) It shall be Tenant's sole  responsibility,  at its own expense, to keep
and maintain its  storefront  and the interior of the Premises in good condition
and repair; provided, however, if the need for such repair is attributable to or
results from the  negligence  or misconduct of Landlord or its agents and is not
covered by Section  17.4,  then in such case  Landlord  does hereby agree to and
shall  reimburse  Tenant  for all costs and  expenses  incurred  by Tenant  with
respect to such  repairs.  All  repairs  to the  Premises  or any  installation,
equipment or facilities therein or thereabout, other than those repairs required
to be made by Landlord  pursuant to Section 15.1, shall be made by Tenant.  Said
repairs  shall  include  but  not be  limited  to  all  necessary  painting  and
decorating, the maintenance,  repair and replacement of the electrical, plumbing
and sewer systems,  under the floor and elsewhere  which  exclusively  serve the
Premises,  storefronts,  window and other glass,  entrance and service doors and
window frames, and any other mechanical or operational installations exclusively
serving the Premises.  All such repairs and replacements shall be in quality and
class  equal to the  original  work or item and shall be subject  to  Landlord's
prior reasonable approval.

     (b) Tenant shall replace,  at the expense of Tenant,  any and all plate and
other  glass  damaged  or  broken  from any  cause  whatsoever  in and about the
Premises.

     (c) Landlord  agrees that Tenant  shall have the benefit of all  warranties
that  Landlord  obtained in  performing  the work  required to be  performed  by
Landlord  under  Section 6.1 to the extent in force with  respect to portions of
the Premises Tenant is obligated to repair and maintain hereunder.

     Section 15.3 - Alterations and Remodeling .

     (a) Tenant,  at its own expense,  shall have the right,  during the Term of
this Lease, to make such interior  alterations,  changes and improvements to the
Premises  as  Tenant  may deem  necessary  for its use and  business,  provided,
however,  that any remodeling of the interior in excess of Twenty-Five  Thousand
Dollars ($25,000) and any material or structural  alterations to the Premises or
changes in the electrical,  heating,  ventilating and air  conditioning  systems
thereof  shall not be made  without  Landlord's  prior  written  consent,  which
consent shall not be unreasonably withheld, conditioned or delayed. In addition,
prior to the commencement of such work,  Tenant, if required by Landlord,  shall
secure, at Tenant's expense, performance, labor and materials bonds satisfactory
to  Landlord  for the full cost of such work.  Landlord's  approval  of Tenant's
alterations  shall create no responsibility or liability on the part of Landlord
for their completeness,  design sufficiency or compliance with all Requirements.
All such  alterations,  changes and improvements,  except trade fixtures,  shall
become the property of Landlord upon  installation  and shall remain upon and be
surrendered  with the Premises upon  expiration or earlier  termination  of this
Lease.  If any  alteration  costs in  excess  of Two  Hundred  Thousand  Dollars
($200,000), Tenant shall deliver "as-built" plans to Landlord upon completion.

     (b) Tenant further agrees not to make any alterations, additions or changes
to any  storefront or exterior sign, the exterior walls or roof of the Premises,
nor shall  Tenant  erect any second level or increase the size of same if one is
initially  constructed  unless and until the prior  written  consent of Landlord
shall first have been  obtained.  In no event  shall  Tenant make or cause to be
made any penetration  through the roof or the floor slab of the Premises without
the prior written consent of Landlord.

     Section 15.4 - Renovation . In the event that Landlord  develops after five
(5) years from the date of this Lease, a  comprehensive  renovation plan for the

<PAGE>

Shopping  Center  which may  include  structural  changes  to conform to revised
design criteria or to new additions to the Shopping  Center,  Tenant agrees,  at
Landlord's  sole cost, to redesign and  reconstruct its store front and signs to
conform to Landlord's  revised  design  criteria.  Landlord shall provide Tenant
with revised design  criteria and Tenant shall  commence its  renovation  within
ninety (90) days of receipt of said  criteria  and shall  thereafter  diligently
pursue its completion.

     Section 15.5 -  Refurbishment  . Without  limiting  Section 15.2 or Section
15.3, Tenant agrees that it will cosmetically refurbish the Premises at least by
the end of the sixth (6th) Lease Year if Tenant  exercises  its option to extend
the Term of this Lease under Section 9.5,  according to plans which are approved
by Landlord in writing in advance.

                                ARTICLE XVI LIENS

     Section 16.1 -  Indemnification  by Tenant . Tenant shall allow no liens to
be filed against the Premises,  the Shopping Center or the Resort as a result of
work performed by, at the request or on behalf of Tenant. Tenant shall indemnify
and save harmless Landlord against all loss, liability,  costs, attorney's fees,
damages or interest charges as a result of any mechanic's lien or any other lien
caused to be filed  against the Shopping  Center,  the  Premises,  the Resort or
Tenant's  leasehold estate therein as a result of acts or omissions of Tenant or
its agents, contractors and employees, and Tenant shall, within thirty (30) days
of the filing of any such lien and written notice given to Tenant,  remove,  pay
or cancel  said lien or secure the  payment of any such lien or liens by bond or
other security acceptable to Landlord.

     Section  16.2 - Tenant's  Right of Contest . Tenant shall have the right at
all times and at its own  expense to  contest  and defend on behalf of Tenant or
Landlord any action  involving the collection,  validity or removal of such lien
or liens, upon giving adequate security to Landlord for payment of such lien.

                      ARTICLE XVII INDEMNITY AND INSURANCE

     Section 17.1 - Mutual Indemnification .

     (a) Tenant shall defend,  indemnify  and save Landlord  harmless from legal
action,  damages,  loss,  liability and any other expense (including  reasonable
attorney  fees) in connection  with loss of life,  bodily or personal  injury or
property  damage  arising  from  or out  of all  acts,  failures,  omissions  or
negligence of Tenant,  its agents,  employees or contractors  which occur in the
Premises,  Common Areas or other parts of the Shopping Center, unless such legal
action, damages, loss, liability or other expense (including reasonable attorney
fees) results from any sole act, omission or neglect of Landlord, its respective
agents, contractors, employees or persons claiming through it.

     (b) Landlord  shall  indemnify and save Tenant  harmless from legal action,
damages,  loss,  liability and any other expense (including  reasonable attorney
fees) in  connection  with loss of life,  bodily or personal  injury or property
damage,  arising from or out of all acts,  failures,  omissions or negligence of
Landlord,  its agents,  employees or  contractors  which occur in the  Premises,
Common Areas or other parts of the Shopping  Center,  unless such legal  action,
damages,  loss, liability or other expense (including  reasonable attorney fees)
results from any sole act, omission or neglect of Tenant, its respective agents,
contractors, employees or persons claiming through it.

     Section 17.2 - Tenant's  Insurance . Tenant  covenants and agrees that from
and after the date of  delivery of the  Premises  from  Landlord to Tenant,  and
during the Term of this Lease, Tenant will carry and maintain,  at its sole cost
and  expense,  the  following  types of  insurance,  naming as  insureds or loss
payees, as appropriate,  Tenant, Landlord,  Landlord's lenders and other parties

<PAGE>

with an insurable  interest as designated by Landlord,  in the amount  specified
and in the form hereinafter  provided for with insurance companies authorized to
do business in the state in which the  Premises is located and rated  A-/VIII or
better in the most  current  edition of Best's  Insurance  Report.  All policies
shall be written as primary policies and not  contributing  with or in excess of
the coverage, if any, which Landlord may carry.

     (a) Commercial General Liability Insurance. Tenant shall keep in full force
and effect  commercial  general liability  insurance,  which shall include broad
form property  damage  liability  coverage,  extended  bodily  injury  coverage,
advertising  injury  liability  coverage,  contractual  liability  coverage  and
independent  contractors  coverage,  in the amount set forth in Section  1.0(n),
adjusted  annually  for  inflation  (but only if the CPI-U  has  increased  five
percent  (5%) or more  since the last such  adjustment),  written  on a combined
single limit per  occurrence  basis for  property  damage,  personal  injury and
bodily injury or death of one or more persons.

     (b) Boiler and Machinery Insurance. If applicable, Tenant shall maintain in
full force and effect at all times  during the Term of the Lease a policy(s)  of
boiler and machinery breakdown  insurance covering all of its boilers,  fired or
unfired pressure vessels, heating, ventilating and air-conditioning units or any
other mechanical  equipment which may malfunction or cause damage to property or
injury to persons that may be caused by or results from any  equipment  existing
from  time to time at the  Premises,  which  equipment  is used  exclusively  by
Tenant,  and if said  coverage is not included  within the  policy(s)  providing
coverage for Tenant's  alterations,  improvements and  betterments,  pursuant to
Section  17.2(e),  then said insurance shall be by separate policy in the amount
set forth in Section 1.0(n).

     (c)  Environmental   Impairment   Liability   Insurance.   Subject  to  the
limitations imposed by Section 18.14, if Tenant uses, stores, handles, processes
or disposes of "Hazardous  Materials" (as  hereinafter  defined) in the ordinary
course of its  business,  then  Tenant  shall  maintain in full force and effect
throughout the Term of this Lease,  Environmental Impairment Liability Insurance
with limits of not less than the amount set forth in Section  1.0(n),  providing
coverage  for  bodily  injury,  property  damage or injury or damage of  actual,
alleged or threatened emission, discharge, dispersal, seepage, release or escape
of Hazardous Materials, including any loss, cost or expense incurred as a result
of any cleanup of Hazardous  Materials or in the  investigation,  settlement  or
defense of any claim,  suit, or proceedings  against  Landlord or its management
company arising from Tenant's use, storage, handling,  processing or disposal of
Hazardous Materials.

     As used  herein,  the term  "Hazardous  Material"  means those  substances,
chemicals and mixtures as may be defined as "hazardous  substances,"  "hazardous
materials",  "toxic  substances,"  "imminently  hazardous  chemical substance or
mixture,"   "pesticide,"   "heavy  metal,"  "hazardous  air  pollutant,"  "toxic
pollutant,"  "toxic  waste,"  "pollutant,"  "regulated  substance,"  "asbestos,"
"asbestos  containing  material,"  "solid  waste"  "hazardous  waste,"  "medical
waste," or "radioactive waste" in any of the following acts, as now or hereafter
amended:  the Toxic  Substances  Control Act, 15 U.S.C.  Sec. 2601 et seq.,  the
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
42 U.S.C. Sec. 9601 et seq, the Resource  Conservation and Recovery Act of 1976,
42 U.S.C.  Sec. 5901 et seq., the Federal  Hazardous  Substances  Act, 15 U.S.C.
Sec. 1261 et seq., the Federal Water Pollution  Control Act, 33 U.S.C. Sec. 1251
et seq.,  the  Clean  Air Act,  42  U.S.C.  Sec.  7401,  et  seq.,  the  Federal
Insecticide,  Fungicide,  and  Rodenticide  Act, 7 U.S.C.  Sec. 136 et seq., the
Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sec. 11001
et seq., the Occupational  Safety and Health Act of 1970, 29 U.S.C.  Sec. 651 et
seq., the Hazardous  Materials  Transportation Act, 49 U.S.C. Sec. 1801 et seq.,
the statutes of the State of Nevada found  currently at ch. 444,  445, 459, 477,
590,  618 or in the Uniform Fire Code,  1991  edition and the rules,  orders and

<PAGE>

regulations  now in effect or promulgated  and effective  hereafter  pursuant to
each respective law listed above as well as such other substances, materials and
wastes which are  regulated  under  applicable  local,  state or federal law, or
which are classified as hazardous or toxic under federal, state or local laws or
regulations.

     (d) Liquor Liability  Insurance.  If Tenant  distributes,  sells, serves or
furnishes  alcoholic  beverages in the  ordinary  course of its  business,  then
Tenant shall  maintain and keep in full force and effect  throughout the Term of
this Lease,  Liquor  Liability  Insurance in an amount not less than  $1,000,000
written on a combined single limit per occurrence basis.

     (e) Personal Property,  Alterations,  Improvements and Betterments.  Tenant
shall at all times  during the Term  hereof  maintain in full force and effect a
policy(s)  of all risk  insurance  including  coverage  for  flood,  earthquake,
sprinkler  damage,  vandalism and malicious  mischief,  covering all of Tenant's
personal property,  including  alterations,  improvements and betterments to the
Premises  now existing or to be added,  to the extent of their full  replacement
costs as updated from time to time during the Term of this Lease. Landlord shall
be a named loss payee under each such policy.

     The proceeds of Tenant's  policy(s) to the extent of the cost of any damage
or loss to the  Premises,  shall be used for the repair and  replacement  of the
property  damaged or  destroyed.  In the event of Tenant's  failure to commence,
within  forty-five  (45) days of  availability  of  insurance  proceeds  and the
Premises  reconstructed  to the extent required to be  reconstructed by Landlord
under  Article  XXII,  and to diligently  proceed to  reconstruct  or repair its
portion of the damaged or destroyed  Premises to its former  condition  prior to
said casualty,  then Landlord shall have the right to make all necessary repairs
and if the insurance  proceeds  described  above are not sufficient to cover the
repairs,  Tenant  shall be  liable  for all  additional  costs in excess of such
available  insurance proceeds.  However,  it is expressly  understood and agreed
that  Landlord  shall be under no  obligation  to insure,  reinstall,  repair or
replace any such  alterations,  additions,  improvements  or  betterments.  This
paragraph is only applicable if the Lease is not terminated  pursuant to Article
XXII hereof.

     (f) Additional  Hazards.  Tenant agrees that it will not keep, use, sell or
offer for sale in or upon the Premises any article  which may be  prohibited  by
the  standard  form of all risk  insurance  coverage.  Tenant  agrees to pay any
increase in premium for All Risk Coverage resulting from the keeping,  use, sale
or offering for sale of such prohibited  articles that may be charged during the
Term of this  Lease for the  amount of any  insurance  which may be  carried  by
Landlord on the Premises. Said  ------------------  additional premiums shall be
payable by Tenant to Landlord upon ten (10) days written notice to Tenant.

     (g) Blanket  Policies.  Tenant may maintain  any of its required  insurance
coverages  under  excess  liability,  umbrella or blanket  policies of insurance
covering said Premises and any other premises of Tenant, or companies affiliated
with  Tenant,  provided  that  the  coverage  afforded  will not be  reduced  or
diminished by reason of the use of such blanket policy.

     (h)  Worker's  Compensation.  Tenant  shall,  at all times during the Term,
maintain and pay all sums to the State  Industrial  Insurance System in order to
be in  compliance  with their  worker's  compensation  requirements  or maintain
adequate  worker's  compensation  insurance  in the  event  of  that  Tenant  is
permitted to be self-insured,  together with Employer's  Liability  (Nevada Stop
Gap) in an amount not less than One  Million  Dollars  ($1,000,000.00)  for each
injury,  accident or illness.  If  self-insured,  Tenant  shall  submit at least
fourteen (14) days prior to the Rent  Commencement  Date and annually during the
Term  thereafter a certificate of compliance to Landlord  confirming that Tenant
has fulfilled its self-insurance requirements.
<PAGE>

     (i)  Business  Interruption.  Tenant  shall,  at all times during the Term,
procure and maintain in full force and effect a policy of business  interruption
insurance  in an amount not less than one hundred  percent  (100%) of the annual
business  interruption  value and an extended period of indemnity  clause for an
additional three (3) months.

     (j)  Other  Policies.  Tenant  shall  maintain  such  other  or  additional
insurance (as to risks covered,  policy amounts, policy provisions or otherwise)
as Landlord may reasonably request provided that such insurance and such amounts
are then commonly  insured  against with respect to similar  properties in Clark
County, Nevada.

     (k)  Policy(s)  and/or  Certificates  of  Insurance.  The  above  mentioned
policy(s)  or  certificate(s)  of  insurance  are to be  provided  by  Tenant to
Landlord prior to occupancy and at least annually  thereafter or as requested by
Landlord. The coverage evidenced by the policy(s) or certificate(s) of insurance
will be with insurance company(s)  reasonably acceptable to Landlord and will be
for a period of not less than one (1) year,  and will provide  that  Landlord be
given written notice thirty (30) days prior to the expiration,  material adverse
alteration, cancellation,  non-renewal or replacement of the existing policy(s),
with the further understanding that should Tenant fail to furnish said notice or
policies  as is  provided  in this  Lease,  and at the  times  herein  provided,
Landlord may obtain such insurance and the premiums on such  insurance  shall be
deemed to be an Additional Charge to be paid by Tenant to Landlord upon demand.

     (l) Notice of Loss. Tenant shall notify Landlord  forthwith in the event of
any damage to persons or property occurring on the Premises from fire, any other
casualty,  or serious  injury.  Section 17.3 -  Landlord's  Insurance . Landlord
covenants  and agrees that from and after the date of  delivery of the  Premises
from Landlord to Tenant, and during the Term of this Lease,  Landlord will carry
and  maintain,  with  regard to the  Shopping  Center,  the  following  types of
insurance, in the amounts specified and in the form hereinafter provided:

     (a)  Commercial  General  Liability  Insurance.  Landlord  shall  keep  and
maintain in full force and effect commercial  general liability  insurance in an
amount not less than $2,000,000,  adjusted annually for inflation,  written on a
combined single limit per occurrence  basis for property damage and personal and
bodily injury or death of one or more persons.

         (b) Property Damage  Insurance.  Landlord shall, at all times, keep and
maintain in full force and effect all risk  policy(s)  of  insurance,  including
coverage for sprinkler damage,  vandalism and malicious  mischief,  covering the
roof,  structural  portions  and  perimeter  walls of the  Shopping  Center  and
equipment  (excluding Tenant's fixtures,  merchandise,  personal property,  wall
coverings, alterations, improvements, betterments and any other item included in
Tenant's  insurance) in an amount not less than full replacement cost (exclusive
of the cost of excavations,  foundations and footings) updated from time to time
during the Term of this Lease or the amount of such insurance  which  Landlord's
mortgage lender may require Landlord to maintain, whichever is the greater.

     (c) Blanket Policies.  Landlord may maintain any of its required  insurance
under blanket policies of insurance covering the Premises and any other premises
of Landlord or companies  affiliated  with Landlord,  provided that the coverage
afforded  will not be reduced or diminished by reason of the use of such blanket
policy of insurance.


     All insurance maintained by Landlord pursuant to this Section 17.3 shall be
a part of the CAM Cost.

     Section  17.4 - Waiver of  Subrogation  .  Notwithstanding  anything to the

<PAGE>

contrary contained elsewhere in this Lease, neither Landlord nor Tenant shall be
liable to the other party or to any insurance  company  insuring the other party
by way of subrogated rights or otherwise,  for any loss or damage caused by fire
or any other hazard or peril  covered by fire and extended  coverage or all risk
insurance,  to the extent such loss or damage is covered by insurance  (or where
insurance  was  required  by this  Lease)  to any  building  structure  or other
tangible  property,  or any resulting  loss of income,  even though such loss or
damage may have been  occasioned by the negligence of such party,  its agents or
employees.

     Section 17.5 - Landlord Not Responsible for Acts of Others . Landlord shall
not be responsible  or liable to Tenant,  or those claiming by, through or under
Tenant,  for any loss or damage to their person or property  resulting  from the
acts or  omissions  of persons  occupying  space  adjoining  or  adjacent to the
Premises or connected  to the Premises or any other part of the Shopping  Center
caused by but not limited to events  such as  breaking or falling of  electrical
cables and wires,  the breaking,  bursting,  stoppage or leaking of water,  gas,
sewer or steam pipes.

                   ARTICLE XVIII GENERAL RULES AND REGULATIONS

     Section 18.1 - Uniformity  . Landlord  reserves the right,  at any time and
from time to time for the general welfare of the Shopping Center,  the avoidance
of  nuisance  and  the  maintenance  of a good  reputation,  safety,  order  and
cleanliness  in the Premises and at the Shopping  Center,  to impose  reasonable
rules and regulations of generally uniform application  governing the conduct of
tenants and the use of the Common Areas in the Shopping Center.  Upon receipt of
notice thereof,  Tenant agrees to comply with such rules and regulations imposed
by  Landlord  as if they had  existed  and been  attached  hereto at the time of
execution of this Lease.

     Section  18.2 - Rubbish . Tenant  agrees to maintain the  Premises,  at its
expense,  free and  clear of all  rubbish,  garbage  or trash in the  containers
permitted and/or required by Landlord. Tenant, at its own expense, shall dispose
of all said  rubbish as  reasonably  directed by  Landlord.  In the event Tenant
requires  the  services  of a trash  compactor,  it  agrees to  arrange  for and
coordinate said services through Landlord's mall manager.  If Tenant is required
to use the  Shopping  Center's  trash  compactor  service,  the  charge for such
service shall be competitive with the prevailing market rate for such services.

     Section 18.3 - Lighting . Tenant agrees to keep the windows of the Premises
properly   displayed  and  the  Premises  signs  and  external   lights,   where
specifically  permitted,  properly  illuminated  during the hours as  reasonably
established by the rules and regulations of Landlord for the Shopping Center.

     Section 18.4 - Merchandise  Display,  Loading and Unloading . Tenant agrees
not to display merchandise outside the Premises,  and to load, unload or deliver
goods and  merchandise  only at such  times and in such areas and  through  such
entrances as shall be reasonably designated by Landlord.

     Section 18.5 - Obstruction  of  Passageways . Tenant agrees not to obstruct
the passageways, driveways, approachways, walks, roadways, exits and entries in,
to, from and through the Common Areas and all other parts of the Shopping Center
used in common with other tenants.

     Section 18.6 - Employee Parking . Tenant and its employees shall park their
cars only in such areas  designated  for the purpose by  Landlord.  Tenant shall
furnish Landlord with state automobile  license numbers assigned to cars used by
Tenant's  employees within five (5) days after taking possession of the Premises
and shall  thereafter  notify Landlord of any changes within five (5) days after
such changes occur.  If Tenant or its employees shall fail to park their cars in
the designated  parking  areas,  then,  without  limiting any other remedy which

<PAGE>

Landlord  may pursue in the event of Tenant's  default,  Landlord,  after giving
notice  to  Tenant,  shall  have the right to charge  Tenant,  as an  Additional
Charge,  the sum of Thirty Dollars  ($30.00) per day per car parked in violation
of the provisions of this Section 18.6.

     Landlord may, in its sole  discretion,  arrange for off-site  parking and a
shuttle  service to the  Shopping  Center.  The cost for such  service  shall be
included in the CAM Cost.

     Section  18.7 -  Interference  With  Other  Tenants . Tenant  shall not do,
permit or  suffer  anything  to be done,  or kept  upon the  Property  that will
obstruct or interfere with the rights of other tenants,  Landlord or the patrons
and  customers  of any of them,  or which  will or  would be  likely  to cause a
nuisance to any of them or their patrons or customers by reason of  unreasonable
noise, odor, vibration,  or otherwise,  nor will Tenant commit or suffer any act
which would result in the diminishment of the good will of the Resort,  Landlord
or Tenant or in any way  reflect  the  Resort,  Landlord or Tenant in a negative
manner within the business and consumer community.

     Section  18.8 - Security . Tenant  acknowledges  that  Landlord's  security
department  and security  officers are not  responsible  for providing  security
services in the Premises and that all such  responsibility  is the obligation of
Tenant.  In no event shall Landlord be liable to Tenant or any  third-party  for
the security  department's failure to respond to a request for aid or assistance
by Tenant.

     Section  18.9 -  Employee  Areas . Tenant  shall  not  cause or permit  its
employees or agents to enter upon those areas of the Resort which are designated
"Employees Only".

     Section 18.10 - Tenant Conduct . Tenant  acknowledges that Landlord and its
affiliates  have a reputation  for offering  high-quality  entertainment  and/or
services to the public, and that it and its affiliates are subject to regulation
and  licensing,  and desire to maintain their  reputation  and receive  positive
publicity.  Tenant  therefore  agrees that throughout the Term of this Lease, it
and its officers, directors, shareholders, employees and agents will not conduct
themselves in a manner which is contrary to the best interests of Landlord,  nor
in any manner  that  adversely  affects or is  detrimental  to  Landlord  or its
affiliates,  and will not  directly  or  indirectly  make any oral,  written  or
recorded private or public  statement or comment that is disparaging,  critical,
defamatory or otherwise not in the best  interests of Landlord.  Landlord  shall
use its good faith business judgment in determining  whether Tenant's conduct or
that of its officers,  directors or management adversely affects Landlord or its
affiliates.

     Section  18.11 - Gaming . No slot  machine,  video  gaming  device or other
gambling game shall be permitted on the Premises.

     Section 18.12 - Prohibited  Advertising . Landlord  shall have the right to
prohibit any  advertising,  promotion or display by Tenant which,  in Landlord's
reasonable opinion,  impairs or would tend to impair the reputation of Landlord,
the Shopping Center or the Resort or its desirability as a location as a resort,
hotel,  casino,  restaurant,  retail or other commercial space, and upon written
notice from Landlord Tenant shall immediately  refrain from and discontinue such
advertising.  Upon written request of Landlord,  Tenant shall provide Landlord a
tangible  specimen of  advertising  material  relating to the Premises  prior to
publishing or otherwise  displaying such  advertisements in any manner,  whether
through print media,  electronic  media, over or through the Internet or through
any other means now known or hereafter developed.

     Section 18.13 - Resort References . Tenant, at its sole expense,  agrees to
refer to the  Shopping  Center and the Resort only by such name as  permitted by

<PAGE>

Landlord in  designating  the location of the Premises in all newspaper or other
advertising,  stationery,  other printed  materials and all other  references to
location.  Tenant agrees Landlord may include a reference to Tenant's  tradename
listing Tenant as one of the tenants of the Shopping  Center in advertising  and
marketing of the Shopping Center and Resort.

     Section 18.14 - Prohibited  Uses . Tenant shall not,  without prior written
consent of Landlord,  sell, or suffer to be kept, used or sold in, upon or about
the Premises any gasoline,  distillate or other petroleum  products or any other
substance or material of an explosive,  inflammable or radiological  nature,  in
such  quantities  as may be  prohibited  by any  such  insurance  policy  or any
Hazardous  Material or any other  substance  that may  endanger  any part of the
Resort or its occupants, business patrons or invitees.  Notwithstanding anything
to the  contrary  in the  foregoing,  Tenant  shall not use,  store,  transport,
manufacture,  process,  treat,  discharge or release any Hazardous Material from
in, on or about the Premises in violation of the Environmental Laws.

     Section 18.15 - Employee Drug Testing . Tenant shall require pre-employment
drug testing of all  employees at the Premises  (other than persons  employed by
Tenant as of the date hereof) at Tenant's sole cost and expense.

               ARTICLE XIX SUBORDINATION AND ATTORNMENT BY TENANT

     Section 19.1 - Subordination of Lease . This Lease and the estate of Tenant
hereunder shall be subject and  subordinate to any ground lease,  deed of trust,
mortgage lien or charge or any reciprocal  easement agreement or other operating
agreement  which now  encumber or which at any time  hereafter  may encumber the
Premises  (such ground lease,  deed of trust,  mortgage  lien or charge,  or any
reciprocal  easement agreement or other operating agreement and any replacement,
renewal,  modification,  consolidation  or extension  thereof being  hereinafter
referred to as an  "Encumbrance").  Any Encumbrance shall be prior and paramount
to this  Lease and to the right of Tenant  hereunder  and all  persons  claiming
through and under Tenant, or otherwise, in the Premises. Tenant's acknowledgment
and  agreement  of  subordination  provided  for in this  Section  19.1 shall be
self-operative  and no further  instrument of  subordination  shall be required.
However,  Tenant,  on Tenant's  behalf,  and on behalf of all  persons  claiming
through and under Tenant,  covenants  and agrees that,  from time to time at the
request of Landlord or the holder of any  Encumbrance,  Tenant will  execute and
deliver any necessary or proper instruments or certificates reasonably necessary
to  acknowledge or confirm the priority of the  Encumbrance  over this Lease and
the  subordination of this Lease thereto or to evidence  Tenant's consent to any
Encumbrance.  Notwithstanding  the foregoing,  any holder of an Encumbrance  may
elect to the extent  possible  that this Lease  shall  have  priority  over such
Encumbrance  and,  upon  notification  of such  election  by the  holder of such
Encumbrance,  this Lease shall be deemed to have priority over such Encumbrance,
whether  this  Lease  is  dated  prior  to or  subsequent  to the  date  of such
Encumbrance.  Notwithstanding the foregoing,  the subordination of this Lease to
any Encumbrance under this Section 19.1 shall only be effective if the holder of
such  Encumbrance  (a  "Superior  Mortgagee")  executes and delivers to Tenant a
non-disturbance  agreement, the form of which shall be a commercially reasonable
form.  Tenant  shall  execute and  deliver to any  Superior  Mortgagee  any such
commercially  reasonable  non-disturbance  agreement  requested by such Superior
Mortgagee within ten (10) days of such Superior Mortgagee's request therefor.

     Section 19.2 - Attornment  by Tenant . Tenant  agrees that if the holder of
any Encumbrance or any person claiming under said  Encumbrance  shall succeed to
the  interest of Landlord in this Lease,  Tenant shall  recognize  and attorn to
said holder as Landlord  under the terms of this  Lease.  Tenant  agrees that it
will, upon the request of Landlord, execute, acknowledge and deliver any and all
instruments  necessary or desirable to give effect or notice of such  attornment
and failure of Tenant to execute any such document or instrument on demand shall
constitute a default by Tenant under the terms of this Lease.
<PAGE>

                          ARTICLE XX RIGHTS OF LANDLORD

     Section 20.1 - Landlord's  Right to Repair .  Landlord,  or its  authorized
agents, after reasonable prior written notice to Tenant, may go upon and inspect
the Premises or any portion of the Shopping  Center and, if Tenant has failed to
commence and diligently  pursue to completion any repairs required to be made by
Tenant hereunder  within ten (10) days following  receipt of written notice from
Landlord,  may make such  repairs.  Said work  performed  shall be chargeable to
Tenant and shall be due and payable  within ten (10) days  following  receipt of
Landlord's billing.

     Section  20.2 -  Landlord's  Right to Affix Sign . Landlord  has a right to
install or place upon,  or affix to the roof and exterior  walls of the Premises
equipment,  non-competitive  signs,  displays,  antennas and any other object or
structure  of any kind,  provided  the same  shall  not  materially  impair  the
structural integrity of the building or interfere with Tenant's occupancy.

     Section  20.3 -  Landlord's  Right to Make  Payments  on Behalf of Tenant .
Landlord has a right to make payments on behalf of Tenant where Tenant  defaults
in its payments or obligations  under the terms of this Lease.  Said payments by
Landlord  shall be  considered  as an  Additional  Charge and be due and payable
within ten (10) days following receipt of Landlord's billing.

                      ARTICLE XXI ASSIGNMENT AND SUBLETTING

     Section 21.1 - Landlord's Consent Required .

     (a) Landlord has entered into this Lease with Tenant in order to obtain the
benefit for the Shopping  Center of the unique  attraction of the trade name set
forth  in  Article  I and of the  unique  merchandising  mix  and  product  line
associated  with the  business  operated  by Tenant  under such trade  name.  In
entering into this Lease,  Landlord has specifically  relied on the identity and
special  skill of Tenant in its ability to conduct the  business  identified  in
Article I. Accordingly Tenant shall not mortgage,  pledge, encumber,  franchise,
assign or in any manner transfer this Lease,  voluntarily or  involuntarily,  by
operation  of law or  otherwise,  nor sublet all or any part of the Premises for
the conduct of any business by any third person or business  entity,  or for any
purpose other than is herein authorized without Landlord's prior written consent
which shall not be  unreasonably  withheld,  conditioned or delayed by Landlord.
Notwithstanding the foregoing provisions,  Tenant shall have the right to assign
this Lease,  without  Landlord's  consent  and  without  increase in rent and/or
payment  to  Landlord,  to the  surviving  entity in the event of any  merger or
consolidation  involving  Tenant  or to the buyer in one  transaction  of all or
substantially all of Tenant's assets.

     (b) Any consent by  Landlord  to any  assignment  or  subletting,  or other
operation by a concessionaire, or licensee, shall not constitute a waiver of the
necessity  for such consent  under any  subsequent  assignment  or subletting or
operation by a concessionaire or licensee.

     (c) Reference anywhere else in this Lease to an assignee or subtenant shall
not be considered as a consent by Landlord to such  assignment or subletting nor
as a waiver  against the same except as  specifically  permitted in this Section
21.1.

     Section 21.2 - Insolvency  Proceedings  . In the event an assignment of the
Premises is caused by operation of law due to Tenant's  voluntary or involuntary
insolvency  proceedings under the Bankruptcy Reform Act of 1978 as amended, said
assignment  shall be subject to any and all conditions  contained in Section 365
of said Act or any other  section  pertaining  to the  termination,  assumption,
assignment  and  rejection of  executory  contracts  for leases.
<PAGE>

     Section  21.3 - Return of Premises  by Tenant . Prior to or  simultaneously
with any request by Tenant for consent as required in this Article XXI to assign
this  Lease or sublet  the  whole or  substantially  the whole of the  Premises,
Tenant shall, by written notice and without charge of any kind, offer the return
of the Premises to Landlord herein. Landlord, within thirty (30) days of receipt
of said written  notice,  shall have the option to accept the  Premises  without
further liability upon Tenant as to the terms of this Lease or reject said offer
and permit Tenant to assign or sublet the Premises  subject to the conditions of
this  Article  XXI;  provided,  however,  that if Landlord  elects to accept the
premises,  then Tenant  shall have thirty  (30) days from  Landlord's  notice to
Tenant of such election to rescind such offer and continue to lease the Premises
on the terms and conditions set forth herein.

     Section 21.4 - Transfer of Ownership .

     (a)  In the  event  that  Tenant  is a  "closely-held"  entity  (meaning  a
corporation  which is not listed on a national  security  exchange as defined in
the Securities  Exchange Act of 1934 and as amended,  a  partnership,  a limited
liability  company,  or  any  other  type  of  business  entity  that  is  not a
corporation),  a change  in the  "control"  of  Tenant  ("control"  meaning  the
ownership or control of more than fifty percent (50%) of the voting or ownership
interests  of Tenant  or, if Tenant is a  partnership,  the  general  partner of
Tenant) without  Landlord's  prior written consent shall constitute an attempted
assignment in violation of this Lease and shall at Landlord's  election:  (x) be
deemed to be a default under this Lease;  (y) be deemed to be an offer of return
of the  Premises to Landlord  pursuant to Section  21.3;  or (z) be deemed to be
null and void and of no effect.

     (b) Notwithstanding the foregoing  provisions,  Tenant shall have the right
to assign or otherwise  transfer this Lease or sublease the entire Premises (but
not part of the Premises),  to its parent or to a wholly owned  subsidiary or to
an entity which is wholly owned by the same entity which wholly owns Tenant,  or
to an entity  controlled  by Tenant or by the persons and entities  that control
Tenant,  provided,  however,  that (i) Tenant shall also remain primarily liable
for all obligations under this Lease,  (ii) the transferee  shall,  prior to the
effective date of the transfer, deliver to Landlord, instruments evidencing such
transfer and its  agreement to assume and be bound by all the terms,  conditions
and covenants of this Lease to be performed by Tenant, all in form acceptable to
Landlord,  (iii)  Tenant  shall  not be in  default  under  this  Lease and (iv)
Tenant's  right to make such  transfer is  expressly  conditioned  on, and shall
remain in effect only as long as the transferee  maintains its  relationship  as
parent or wholly  owned  subsidiary  of Tenant  or wholly  owned  subsidiary  of
Tenant's  parent.  Any transfer of other  ownership  interests of such parent or
subsidiary  transferee  shall be deemed a change in the  control  of Tenant  and
governed by the  provisions of Section  21.4(a) unless such parent or subsidiary
transferee is not a closely-held entity.

     Section 21.5 - Acceptance  of Rent by Landlord . If this Lease be assigned,
or if the  Premises,  or any part  thereof,  be subleased or occupied by anybody
other than Tenant with or without Landlord's consent,  Landlord may collect from
assignee,  subtenant or occupant,  any Rent or other  charges  payable by Tenant
under this Lease and apply the amount  collected to the Rents  herein  reserved,
but such  collection by Landlord  shall not be deemed a waiver of the provisions
of this Lease, nor an acceptance of this assignee,  subtenant or occupant,  as a
tenant of the Premises.

     Section  21.6  - No  Release  of  Tenant's  Liability  . No  assignment  or
subletting or any other  transfer by Tenant,  either with or without  Landlord's
consent,  required or  otherwise,  during the Term of this Lease  shall  release
Tenant  from any  liability  under the terms of this  Lease nor shall  Tenant be
relieved  of the  obligation  of  performing  any of the  terms,  covenants  and

<PAGE>

conditions of this Lease.

     Section 21.7 - Legal Fees . In each instance where Landlord's consent to an
assignment or subletting is requested by Tenant,  Tenant acknowledges and agrees
that Landlord shall not be deemed to be acting unreasonably if Landlord,  as one
of its conditions to the granting of such consent,  should require Tenant to pay
the reasonable  attorney's fees incurred by Landlord,  its outside  counsel,  if
any,  or  counsel  for  Landlord's  lender if such  lender's  consent  should be
required,  in  the  preparing,  reviewing,   negotiating  and/or  processing  of
documentation  in  connection  with  the  requested   assignment  or  subletting
irrespective  of  whether  or  not  consent  is  given  to  such  assignment  or
subletting.

                       ARTICLE XXII DAMAGE OR DESTRUCTION

     Section 22.1 - Landlord's Obligation to Repair and Reconstruct .

     (a) Subject to Section 22.2, if the Premises shall be partially  damaged by
fire or other casualty but are not thereby rendered  untenantable in any manner,
Landlord  shall cause the Premises to be  repaired,  subject to  Subsection  (c)
herein,  and the Fixed Minimum Rent and Additional  Charges shall not be abated.
If by reason of such occurrence the Premises shall be rendered untenantable only
in part, Landlord shall cause the Premises to be repaired, subject to Subsection
(c)  herein and to  Section  22.2,  and the Fixed  Minimum  Rent and  Additional
Charges  shall be  abated  proportionately  as to the  portion  of the  Premises
rendered  untenantable  until the earlier to occur of one hundred ten (110) days
after Landlord's  restoration work has been substantially  completed or the date
the Premises so repaired has reopened for business.

     (b) Subject to Section  22.2,  if the  Premises  shall be  rendered  wholly
untenantable by reason of such occurrence,  Landlord shall cause the Premises to
be repaired,  subject to Subsection  (c) herein,  and the Fixed Minimum Rent and
Additional Charges shall be abated until the earlier to occur of one hundred ten
(110) days after Landlord's restoration work has been substantially completed or
the date the Premises so repaired has reopened for business.

     (c) If Landlord is required or elects to repair or reconstruct the Premises
under the provisions of this Article XXII,  its  obligation  shall be limited to
that work with  respect  to the  Premises  which was  Landlord's  obligation  to
perform for Tenant at the commencement  date of this Lease.  Tenant, at Tenant's
expense,  shall promptly  perform all repairs and restoration not required to be
done by Landlord and shall promptly  refixture and  reconstruct the Premises and
recommence business in all parts thereof.

     (d) Tenant shall not be entitled to any compensation or damages, other than
stated herein, from Landlord for the loss of the use of the whole or any part of
the Premises or damage to Tenant's  personal  property or any  inconvenience  or
annoyance occasioned by such damage, repair, reconstruction or restoration.

     Section  22.2 - Option to  Terminate  . If (1) the  Premises  are  rendered
wholly  untenantable or damaged as a result of any cause which is not covered by
Landlord's  actual  insurance or  Landlord's  required  insurance  under Section
17.3(b);  (2) the Premises are damaged or destroyed to the extent of twenty-five
percent (25%) or more of the cost of  replacement  during the last two (2) Lease
Years of the Term; (3) the Premises are damaged or destroyed in whole or in part
during the last Lease Year of the Term; or (4) the Shopping  Center or Resort is
damaged to the extent of ten percent  (10%) or more of the cost of  replacement,
then in any of such events, Landlord may elect to terminate this Lease by giving
to Tenant notice of such election  within ninety (90) days after the  occurrence
of such event and, in the case of clause (2) or clause (3),  Tenant may elect to
terminate this Lease by giving to Landlord notice of such election within thirty
(30) days after the  occurrence  of such event.  If such  notice is given,  this

<PAGE>

Lease shall terminate as of the date of such notice,  and Fixed Minimum Rent and
Additional  Charges shall be equitably  abated until and adjusted as of the date
of such termination.  Notwithstanding the foregoing  provisions,  Landlord shall
not  terminate  this Lease  solely  pursuant to clause (4) of this  Section 22.2
unless Landlord terminates the leases of all other similarly situated tenants in
the Shopping  Center.  Notwithstanding  the  foregoing  provisions,  if Landlord
terminates  this  Lease  solely  pursuant  to clause  (2) or clause  (3) in this
Section  22.2,  and if at the time Tenant  received  notice of such  termination
Tenant's  option to extend the Term of this Lease under Section 9.5 may still be
validly exercised,  then Tenant may nullify Landlord's  termination  notice, and
require  Landlord to repair the Premises in  accordance  with Section  22.1,  by
exercising such option by giving Landlord written notice of such exercise within
thirty (30) days after Tenant's receipt of Landlord's notice of termination.

     Tenant hereby waives any statutory  rights of  termination  which may arise
out of partial or total  destruction of the Premises which Landlord is obligated
to restore.

     Section 22.3 - Demolition of Landlord's  Building . If the Shopping  Center
is so  substantially  damaged that it is  reasonably  necessary,  in  Landlord's
judgment,  to  demolish a portion of the said  Shopping  Center,  including  the
Premises, for the purpose of reconstruction, Landlord may demolish the Premises,
in which event  Tenant's  Fixed  Minimum Rent and  Additional  Charges  shall be
abated until the earlier to occur of one hundred ten (110) days after Landlord's
restoration  work has been  substantially  completed or the date the Premises so
restored has reopened for business.

     Section 22.4 - Damage to Shopping Center . If the Shopping  Center,  or any
portion  thereof,  is damaged or  destroyed  and as a result  thereof  Tenant is
denied reasonable access to the Premises and/or the Common Areas and as a result
is unable to operate  its  business  in the  Premises  and in fact  ceases  such
operation,  then, whether or not the Premises was damaged or destroyed, all Rent
shall abate from the date of the casualty until Tenant regains such access.


                           ARTICLE XXIII CONDEMNATION

     Section 23.1 - Effect of Taking .

     (a) In the event that the whole or any part of the Premises  shall be taken
for public or quasi-public use or condemnation under eminent domain,  this Lease
shall terminate as to the part so taken on the date possession is yielded to the
condemning authority.

     (b) In the event that any portion of the Resort,  Shopping Center or Common
Areas is taken and such taking substantially impairs access to or the usefulness
of the Premises for the purposes  hereinbefore  granted to Tenant,  either party
may terminate  the Lease by written  notice within thirty (30) days prior to the
actual physical taking.

     (c) For the purposes of this Article, a voluntary sale,  conveyance or deed
in lieu of condemnation,  but under threat of  condemnation,  shall be deemed an
appropriation or taking under the power of eminent domain. (d) If this Lease has
not been terminated as above provided following any of such actual takings, then
Landlord shall, at its expense, make all necessary repairs or alterations to the
basic  building and exterior work so as to constitute  the remaining  Premises a
complete  architectural unit and a proportionate  allowance shall be made in the
Fixed  Minimum  Rent  and  Additional  Charges  based on the  proportion  of the
Premises remaining as compared to the original Premises.

     Section 23.2 - Compensation and Awards . All  compensation  awarded for any
taking of the fee and the leasehold, or any part thereof, shall belong to and be

<PAGE>

the property of Landlord. Tenant hereby assigns to Landlord all right, title and
interest  of  Tenant  in and to any  award  made for  leasehold  damages  and/or
diminution  in the value of Tenant's  leasehold  estate.  Tenant  shall have the
right to claim such  compensation  as may be separately  awarded or allocated by
reason of the cost or loss to which  Tenant  might be put in  removing  Tenant's
merchandise,  fixtures,  leasehold  improvements and equipment.  Compensation as
used in this Section 23.2 shall mean any award given to Landlord for such taking
in excess  of,  and free and clear of,  all prior  claims of the  holders of any
mortgages or other security interests.

     Section 23.3 - Condemnation or Breach of Lease . Any such  appropriation or
condemnation proceedings shall not operate as or be deemed an eviction of Tenant
or a breach of Landlord's covenant of quiet enjoyment.

     Tenant hereby waives any statutory rights of termination which may arise by
reason of any partial taking of the Premises under the power of eminent domain.

                              ARTICLE XXIV DEFAULT

     Section  24.1 -  Events  of  Default  .  Each  of the  following  shall  be
considered an "Event of Default" and shall give rise to and entitle  Landlord to
the  remedies  provided  for in  Section  24.2,  as well  as any  and all  other
remedies,  whether at law or in equity,  provided for or otherwise  available to
Landlord or as otherwise provided for in this Lease:

     (a) Tenant shall default in the payment of any Rents or charges,  or in the
payment of any other  sums of money  required  to be paid by Tenant to  Landlord
under this Lease, or as  reimbursement  to Landlord for sums paid by Landlord on
behalf of Tenant in the  performance  of the  covenants of this Lease,  and said
default  is not cured  within ten (10) days  after  receipt  of  written  notice
thereof from Landlord.

     (b) Tenant shall default in the performance of any other covenants,  terms,
conditions,  provisions,  rules and  regulations of this Lease  excepting  those
items  listed in the above  section  (a) and such  default  is not cured  within
thirty (30) days after written notice thereof given by Landlord,  excepting such
defaults  that  cannot be cured  completely  within  such thirty (30) day period
providing Tenant,  within said thirty (30) day period, has promptly commenced to
proceed with diligence and in good faith to remedy such default.

     (c) There is commenced  any case in bankruptcy  against the original  named
Tenant,  any  assignee or  subtenant  of the  original  named  Tenant,  any then
occupant of the Premises or any guarantor of all or any of Tenant's  obligations
hereunder  (collectively  "Key  Persons") or an order for relief is entered with
respect to any Key Person or there is  appointed  a receiver  or trustee to take
possession  of any of the  assets  at the  Premises  of any  Key  Person  or the
Premises or any Key Person applies for or consents to such appointment, or there
is a general  assignment by any Key Person for the benefit of creditors,  or any
action  is taken  by or  against  any Key  Person  under  any  state or  federal
insolvency or  bankruptcy  act, or any similar law now or hereafter in effect or
any  property at the Premises of any Key Person is taken or seized under levy of
execution or  attachment,  or any Key Person  admits in writing its inability to
pay its debts as they mature; provided,  however, that if there is commenced any
involuntary case in bankruptcy against a Key Person, such commencement shall not
constitute  an Event of Default if the same is dismissed  within sixty (60) days
of such commencement.

     (d)  The  sale of  Tenant's  interest  in the  Premises  under  attachment,
execution or similar legal process.

     (e) Tenant  should  vacate or abandon the Premises or shall fail to operate
its business on the days and hours required, or fails to continuously occupy and

<PAGE>

conduct Tenant's business in the Premises.

     All cure  periods  provided in this Lease shall run  concurrently  with any
periods provided by law.

     Section 24.2 - Remedies and Damages .

     (a) If any Event of  Default  occurs,  Landlord  may,  at its option and in
addition to any and all other rights or remedies provided Landlord in this Lease
or at law or equity,  immediately, or at any time thereafter, and without demand
or notice (except as provided herein):

     (i) without waiving the Event of Default, apply all or part of the security
deposit, if any, to cure the Event of Default and Tenant shall on demand restore
the security deposit to its original amount;

     (ii) without  waiving such Event of Default,  apply thereto any overpayment
of Rents to curing the Event of Default in lieu of refunding  or  crediting  the
same to Tenant;

     (iii) if the Event of Default pertains to work or other obligations  (other
than the payment of Rents) to be performed by Tenant, without waiving such Event
of Default,  enter upon the Premises and perform such work or other  obligation,
or cause  such work or other  obligation  to be  performed,  for the  account of
Tenant;  and Tenant shall on demand pay to Landlord the cost of performing  such
work or other  obligation plus fifteen  percent (15%) thereof as  administrative
costs;

     (iv)  declare the term of this Lease ended and  re-enter  the  Premises and
take  possession  thereof,  terminate  all of the rights of Tenant in and to the
Premises and  accelerate  all rents and other charges owing during the remaining
portion of the Lease Term.

     (b)  Notwithstanding  any  termination  of this  Lease  or  termination  of
Tenant's  rights to  possession,  whether by summary  proceedings  or otherwise,
Tenant shall pay and be liable for (on the days originally  fixed herein for the
payment thereof) the several  installments of Rent as if this Lease had not been
terminated and as if Landlord had not entered and whether the Premises are relet
or remain vacant in whole or in part,  but in the event the Premises is relet by
Landlord,  Tenant shall be entitled to a credit in the net sum of Rents received
by Landlord in reletting after  deduction of all expenses  incurred in reletting
the Premises, and in collecting such Rents.

     (c) In the event of a  reletting,  Landlord  may  apply the rent  therefrom
first to the payment of Landlord's reasonable expenses including but not limited
to attorney's  fees incurred,  expense of reletting,  repairs,  brokerage  fees,
subdividing, renovation or alteration of the Premises and then to the payment of
Rent and all other  sums due from  Tenant  hereunder,  and Tenant  shall  remain
liable for any deficiency.

     (d) In computing  damages or rental due under this Lease,  the value of the
Percentage  Rent for any period  subsequent to the termination of this Lease, or
the termination of Tenant's right of possession,  shall be included and shall be
an amount per year equal to one-third of the total Percentage Rent chargeable to
Tenant  for the last  three (3) full  Lease  Years  immediately  preceding  such
termination,  and if less than three (3) full Lease  Years  shall have  elapsed,
such value  shall be an amount per year equal to the average  yearly  Percentage
Rent theretofore payable by Tenant.

     (e)  Landlord  shall use  commercially  reasonable  efforts to mitigate its
damages resulting from any Event of Default.


<PAGE>

     Section 24.3 - Repeated Default .

     (a)  Notwithstanding  anything to the contrary set forth in this Lease,  if
(i) Tenant  shall be in default in the timely  payment of any Rents due Landlord
from Tenant or the payment of any other money due Landlord from Tenant under the
terms of this Lease, or in the timely  reporting of Gross Revenue as required by
Section 11.5 of this Lease,  (ii) any such default  shall be repeated  three (3)
times in any period of twelve (12) consecutive  months, and (iii) Landlord shall
have  notified  Tenant of each such  default,  then,  notwithstanding  that such
default  shall have been cured  within the period after  notice,  as provided in
this Lease,  any further  similar  default  within said twelve (12) month period
shall be deemed to be a "Repeated Event of Default."

     (b) In the event of a Repeated Event of Default,  Landlord,  without giving
Tenant  any notice  and  without  affording  Tenant an  opportunity  to cure the
default may terminate this Lease forthwith without notice to Tenant.

     Section  24.4 - Waiver of Rights of  Redemption . Tenant  hereby  expressly
waives  any 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 the Premises by reason of
the violation,  by Tenant,  of any of the covenants or conditions of this Lease,
or otherwise.

     Section  24.5 - Removal  of Tenant .  Pursuant  to the  rights of  re-entry
provided  above,  Landlord may remove all persons from the Premises and may, but
shall not be obligated to, remove all property therefrom, and may, but shall not
be obligated to,  enforce any rights  Landlord may have against said property or
store the same in any public or private  warehouse  or elsewhere at the cost and
for the account of Tenant or the owner or owners thereof.  Tenant agrees to hold
Landlord  free and harmless from any  liability  whatsoever  for the removal and
storage of any such property,  whether of Tenant or any third party  whomsoever.
Anything contained herein to the contrary notwithstanding, Landlord shall not be
deemed to have  terminated this Lease or the liability of Tenant to pay any Rent
or other sum of money thereafter to accrue hereunder,  or Tenant's liability for
damages  under any of the  provisions  hereof,  by any such  reentry,  or by any
action in unlawful  detainer or otherwise to obtain  possession of the Premises,
unless  Landlord shall have  specifically,  with reference to this Section 24.5,
notified  Tenant in  writing  that it has so elected to  terminate  this  Lease.
Tenant  covenants and agrees that the service by Landlord of any notice pursuant
to the unlawful  detainer  statutes of the State of Nevada and the  surrender of
possession  pursuant to such notice  shall not  (unless  Landlord  elects to the
contrary  at the time of, or at any time  subsequent  to,  the  service  of such
notice  to  Tenant)  be  deemed  to be a  termination  of  this  Lease,  or  the
termination of any liability of Tenant hereunder to Landlord.

     Section 24.6 - Default by Landlord . In the event Landlord fails or refuses
to perform  any of the  provisions,  covenants  or  conditions  of this Lease on
Landlord's part to be kept or performed,  Tenant,  prior to exercising any right
or remedy  Tenant may have against  Landlord on account of such  default,  shall
give written notice to Landlord and, if Tenant has been notified of the name and
notice address of such Lender, Landlord's lender of such default,  specifying in
said notice the default with which Landlord is charged and Landlord shall not be
deemed in default  if the same is cured  within  thirty  (30) days of receipt of
said notice.  Notwithstanding any other provision hereof,  Tenant agrees that if
the default  complained of in the notice provided for by this Section 24.6 is of
such a nature that the same can be rectified  or cured by  Landlord,  but cannot
with  reasonable  diligence  be  rectified  or cured within said thirty (30) day
period,  then such default  shall be deemed to be rectified or cured if Landlord
within said thirty (30) day period (or Landlord's  lender in a longer reasonable
time) shall  commence the  rectification  and curing  thereof and shall continue
thereafter  with all due  diligence  to cause such  rectification  and curing to

<PAGE>

proceed.


                             ARTICLE XXV COMPETITION

     Section 25.1 -  Restriction  on Tenant . Tenant  agrees that for as long as
this  Lease  shall  remain  in  effect,  Tenant,  and if Tenant is not a natural
person, its members,  partners,  officers,  directors,  shareholders (or similar
entities) or any affiliates,  shall not directly or indirectly operate,  manage,
or have any  interest  in any  business  (unless  such  business  is  already in
operation on the date of this Lease) which is similar or in competition with the
use set forth in Section 1.0(t)  ("Competing  Store"),  within the area of Clark
County,  Nevada  commonly  referred  to  as  "The  Las  Vegas  Strip"  and  more
specifically  described as Las Vegas  Boulevard  north from Tropicana  Avenue to
Spring  Mountain Road, east from Las Vegas Boulevard to Koval Lane and west from
Las Vegas Boulevard to Industrial  Road  ("Restricted  Area").  The operation by
Tenant of a Competing  Store within the Resort shall not  constitute a violation
of  this  Section  25.1  or  result  in  any  decrease  in the  Percentage  Rent
breakpoints set forth in Section 1.0(h).

     Section  25.2 -  Imposition  of  Damages . In the event that  Tenant  shall
violate this covenant,  Landlord may, at its option, without limiting Landlord's
remedies,  effective  as of the date such  Competing  Store  opens for  business
within the Restricted Area,  pursue any and/or all of the following  remedies in
its sole and absolute discretion:  (i) include seventy-five percent (75%) of the
Gross Revenues of the Competing  Store(s) in the Gross  Revenues  generated from
the Premises for the purpose of computing Percentage Rent due hereunder; or (ii)
increase  Tenant's  Fixed Minimum Rent to the average of the annual  "effective"
(aggregate  of Fixed  Minimum Rent and  Percentage  Rent) rent paid by Tenant to
Landlord during the immediately preceding two (2) Lease Years; or (iii) increase
Tenant's  Fixed  Minimum Rent then in effect as well as any future  increases in
Fixed Minimum Rent by fifty percent (50%).

                              ARTICLE XXVI NOTICES

     Section  26.1 - Notices to Tenant and  Landlord . Any and all  notices  and
demands  by or from  Landlord  to  Tenant,  or by or from  Tenant  to  Landlord,
required  or desired  to be given  hereunder  shall be in  writing  and shall be
validly given or made if served either  personally or if deposited in the United
States mail, certified or registered, postage prepaid, return receipt requested,
or if delivered by a nationally recognized next day delivery courier service. If
such notice or demand be served by  registered  or certified  mail or by courier
service in the manner provided,  service shall be conclusively  deemed given the
first  business day delivery is attempted or upon receipt,  whichever is sooner.
Notices shall be addressed in accordance with Section 1.0(v) above. Either party
may change its address for the purpose of receiving notices or demands as herein
provided by a written  notice  given in the manner  aforesaid to the other party
hereto,  which notice of change of address shall not become effective,  however,
until the actual receipt thereof by the other party.

     Section 26.2 - Notices to Mortgagee . Provided  Tenant has been notified of
the name and notice  address  thereof,  Tenant shall give  Landlord's  mortgagee
("Mortgagee")  written  notice of any alleged  default  which could give rise to
Tenant's termination of the Lease or expenditure of money on behalf of Landlord.
Such  Mortgagee  shall also be given an  appropriate  time to cure such  default
including  the  opportunity  to obtain  possession of  Landlord's  interest,  if
necessary,  to cure the default.  Landlord shall notify Tenant in writing of any
change in the Mortgagee (and its notice address) for the Shopping Center.

                           ARTICLE XXVII MISCELLANEOUS

     Section 27.1 - Accord and Satisfaction . No payment by Tenant or receipt by

<PAGE>

Landlord of a lesser amount than any payment of Rents herein stipulated shall be
deemed to be other than on account of the earliest  stipulated  Rents, nor shall
any endorsement or statement on any check or any letter  accompanying  any check
or payment  of Rents be deemed an accord  and  satisfaction,  and  Landlord  may
accept such check or payment  without  prejudice to Landlord's  right to recover
the balance of such Rents or pursue any other remedy  provided for in this Lease
or available at law or in equity.

     Section 27.2 - Complete Agreement . The parties hereto acknowledge that all
of the terms and covenants contained herein were reviewed by both parties and/or
their  counsel  hereto  and all  negotiations,  consideration,  representations,
inducements and understandings  between the parties are incorporated herein, and
may be modified or altered only by agreement,  in writing,  between the parties.
This Lease  contains the entire  agreement  between the parties  hereto,  and no
agent,  representative,  employee or officer of Landlord has or had authority to
make or has made any  statement,  agreement  or  representation,  either oral or
written,  in connection  herewith,  modifying,  adding or changing the terms and
conditions  herein set forth.  No present or past dealings or custom between the
parties  shall be  permitted  to  contradict  or  modify  the terms  hereof.  No
modification of this Lease shall be binding unless such modification shall be in
writing and signed by the parties hereto.  Unless otherwise  expressly set forth
in writing herein,  Tenant acknowledges that there are no agreements,  promises,
representations,  warranties or covenants by Landlord or its agents or employees
as to the  following  types  of  matters,  including,  without  limitation:  (i)
exclusive  rights  to  sell  goods  and/or  services;  (ii)  limitations  on  or
restrictions  against  competing  businesses in the Shopping  Center;  (iii) the
future opening of other stores or  businesses;  (iv) expected per square foot or
total sales from the  Premises;  (v) type or quality of existing or  prospective
tenants  located  or to be  located  in the  Shopping  Center;  (vi)  work to be
performed by Landlord in improving  Tenant's  Premises;  (vii)  contribution  by
Landlord  towards Tenant's  leasehold  improvement  costs;  (viii) that Tenant's
annual  Proportionate  Share of CAM Costs or real estate taxes will not exceed a
certain  amount per square foot of Premises GLA during the Term hereof;  or (ix)
promotion and/or advertising of Tenant's business and/or products or services.

     Section 27.3 - Governing Law . The laws of the State of Nevada shall govern
the  validity,  construction,  performance  and effect of this Lease.  Any legal
suit, action or proceeding against Landlord or Tenant arising out of or relating
to this Lease shall be instituted in any federal or state court in Clark County,
Nevada,  and each party waives any objection  which it may now or hereafter have
to the laying of venue of any such suit,  action or  proceeding,  and each party
hereby  irrevocably  submits to the  jurisdiction of any such court in any suit,
action or proceeding.

     Section 27.4 - Compliance with  Governmental  Authorities . Tenant,  at its
own expense, shall comply with all laws, rules, orders, ordinances,  directions,
regulations and requirements of federal, state, county and municipal authorities
now in force or which  hereafter may be in force  ("Requirements"),  which shall
impose any duty upon Landlord or Tenant with respect to the initial improvement,
use,  occupation  or alteration  of the Premises by Tenant,  including,  but not
limited to, Requirements of the ADA which may be applicable  thereto;  provided,
however,  that Tenant shall not be required to make any  alteration  required by
any  Requirement  to any portion of the  Premises  that  Landlord is required to
maintain  under Section 15.1 unless such  alteration is required due to Tenant's
particular  use of the  Premises.  Tenant  agrees to indemnify and save Landlord
harmless  from and  against  any  penalty,  damage  or  charge  imposed  for any
violation by Tenant, its assignees, subtenants,  licensees, agents and employees
of any said Requirements.

     Section 27.5 - Brokerage . Tenant and Landlord  each  warrants to the other
that it has had no  dealings  with any  broker or agent in  connection  with the
Lease,  except BDH Associates,  whose  commission  shall be paid by Tenant,  and

<PAGE>

Blatteis  Realty  Company,  Inc.,  whose  commission  shall be paid by Landlord.
Tenant and Landlord  covenant and agree to pay,  hold harmless and indemnify the
other  from  and  against  any and all  costs,  expenses  or  liability  for any
compensation, commissions and charges claimed by any broker or agent alleging to
have  dealt  with the  indemnifying  party  with  respect  to this  Lease or the
negotiation hereof  (including,  without  limitation,  the cost of legal fees in
connection therewith).

     Section  27.6 -  Effective  Date of  Lease .  Submission  of this  Lease by
Landlord  for   examination  or  execution  by  Tenant  does  not  constitute  a
reservation  of nor  option  for  Lease,  and this  instrument  shall not become
effective  as a lease or  otherwise  until  execution  by and  delivery  to both
Landlord and Tenant. This Lease shall only become effective and binding upon the
parties in establishing  the  relationship of Landlord and Tenant as of the date
first    written    above,    but   not   earlier   than   the   date   Landlord
----------------------- executes this Lease.

     Section 27.7 - Estoppel  Certificates . Tenant agrees at any time, upon not
less than  fifteen  (15) days prior  written  request by  Landlord,  to execute,
acknowledge  and deliver to Landlord a written  statement  certifying  that this
Lease is  unmodified  and in full  force  and  effect  (or,  if  there  has been
modifications,  that  the same is in full  force as  modified  and  stating  the
modifications),  the dates to which the Rents have been paid in pursuant to this
Lease and such other  certification  concerning  the Lease as may be  reasonably
required by Landlord or Landlord's  mortgagee.  Tenant  further agrees that such
statement  may be relied upon by any mortgagee or  prospective  purchaser of the
fee or assignee of any mortgage on the fee of the Premises.

     Section 27.8 - Force Majeure . Landlord  and/or Tenant shall be excused for
the period of delay in the  performance of any of their  respective  obligations
hereunder, except their respective obligation to pay any sums of money due under
the terms of this Lease, and shall not be considered in default,  when prevented
from so  performing by cause or causes  beyond  Landlord's or Tenant's  control,
including, but not limited to, all labor disputes, civil commotion, war, fire or
other casualty, governmental regulations, statutes, ordinances,  restrictions or
decrees, or through acts of God.

     Section 27.9  -Partial  Invalidity . If any term,  covenant or condition of
this Lease, or any application  thereof,  should be held by a court of competent
jurisdiction  to be invalid,  void or  unenforceable,  all terms,  covenants and
conditions of this Lease, and all applications  thereof, not held invalid,  void
or unenforceable, shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby.

     Section 27.10 - Memorandum of Lease . This Lease shall not be recorded, but
either party may record a memorandum  of lease  describing  the Premises  herein
demised,  giving the Term of this Lease,  and referring to this Lease. The party
requesting  that the  Memorandum of Lease be recorded  shall prepare and pay all
costs of  preparation  and  recording of the  Memorandum  of Lease and the other
party  agrees  to  execute  at any  and all  times  such  instruments  as may be
reasonably  required for such recording.  Tenant shall execute such documents as
Landlord  may  require,  in  recordable  form,  upon the  expiration  or earlier
termination of the Term of this Lease in order to remove the memorandum of lease
from record.

     Section  27.11 - Quiet  Enjoyment . Subject to the terms and  conditions of
this Lease and to any  Encumbrances to which this Lease is subordinate  pursuant
to Section  19.1,  Landlord  hereby  covenants  and agrees that if Tenant  shall
perform all of the covenants and agreements herein stipulated to be performed on
Tenant's part, Tenant shall at all times during the continuance  hereof have the
peaceful and quiet  enjoyment and possession of the Premises  without any manner
of  hindrance  from  Landlord  or any person or persons  lawfully  claiming  the

<PAGE>

Premises,  save and except in the event of the taking of the  Premises by public
or quasi-public authority as hereinbefore provided.

     Section  27.12 - Rent  Demand . Every  demand  for Rents due  wherever  and
whenever made shall have the same effect as if made at the time it falls due and
at the place of payment,  and after the service of any notice or commencement of
any suit, or final judgment therein,  Landlord may receive and collect any Rents
due, and such  collection or receipt shall not operate as a waiver of nor affect
such notice, suit or judgment.

     Section 27.13 - Section  Headings . The section headings and title headings
contained herein are for convenience only and do not define,  limit, construe or
amplify the contents of such Sections.



     Section  27.14 - Successors  and Assigns . The  conditions,  covenants  and
agreements  contained  in this  Lease  shall be  binding  upon and  inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators, successors and permitted assigns.

     Section 27.15 - Waiver .

     (a)  Landlord  and Tenant  shall have the right at all times to enforce the
covenants,  conditions  and legal  rights or  remedies  of this  Lease in strict
accordance with the terms thereof,  notwithstanding any conduct or custom on the
part of Landlord or Tenant in refraining  from so doing at any time or times. No
failure by Landlord or Tenant to insist upon the strict  performance of any term
or condition of this Lease or to exercise any right or remedy  available,  legal
or equitable,  for a breach thereof,  and no acceptance of full or partial Rents
during the continuance of any such breach shall  constitute a waiver of any such
breach or any such term, condition or right.

     (b) No term or condition of this Lease required to be performed by Landlord
or Tenant, and no breach thereof, shall be waived, altered or modified except by
a written instrument executed by the other party.

     (c) A waiver by Landlord in respect to any tenant of the Shopping Center in
which the  Premises  are located  shall not  constitute a waiver in favor of any
other tenant,  nor shall the waiver of the breach of any condition be claimed if
pleaded to excuse a future breach of the same condition or covenant or any other
condition, covenant, provision, rule and regulation of this Lease.

     Section  27.16 -  Exculpation  . If  Landlord  shall  fail to  perform  any
covenant,  term or condition of this Lease upon  Landlord's part to be performed
and, 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 the execution of such judgment and levy thereon  against the
right, title and interest of Landlord in the Shopping Center and out of rents or
other  income  from the  Shopping  Center  receivable  by Landlord or out of the
consideration  received by Landlord from the sale or other disposition of all or
any part of Landlord's right, title and interest in the Shopping Center. Neither
Landlord nor any of the partners, beneficiaries, officers, directors, venturers,
shareholders or affiliated  entities of Landlord shall be personally  liable for
any deficiency.

     Section 27.17 - Transfer of Landlord's  Interest . Landlord shall be liable
under this Lease only while owner of the  Premises.  If Landlord  should sell or
otherwise   transfer   Landlord's   interest   in  the   Premises,   then   such
purchaser/transferee   shall  be  responsible  for  all  of  the  covenants  and
undertakings thereafter accruing of Landlord. Tenant agrees that Landlord shall,
after such sale or transfer of Landlord's interest,  have no liability to Tenant

<PAGE>

under this Lease or any  modification  or amendment  thereof,  or  extensions or
renewals thereof,  except for such liabilities which might have accrued prior to
the  date  of  such  sale  or   transfer   of   Landlord's   interest   to  such
purchaser/transferee.

     Section  27.18 - Time of the Essence . Time is of the essence of this Lease
and all of the terms, covenants and conditions hereof.

     Section  27.19  -  Remedies  Cumulative  .  The  various  rights,  options,
elections and remedies contained in this Lease shall be cumulative and no one of
them shall be construed as exclusive of any other, or of any right,  priority or
remedy allowed or provided for by law and not expressly waived in this Lease.

     Section  27.20 - Joint  Liability  . In the event  Tenant now or  hereafter
shall  consist of more than one person,  firm or  corporation,  then and in such
event,  all such persons,  firms or corporations  shall be jointly and severally
liable as Tenant hereunder.

     Section 27.21 - Drafting . This Lease shall not be construed  either for or
against  Landlord or Tenant,  but shall be  interpreted  in accordance  with the
general tenor of its language.

     Section 27.22 - Perpetuities . If for any reason the Rent Commencement Date
has not occurred  within  three (3) years of the date  hereof,  this Lease shall
thereupon terminate and be of no further force or effect (except with respect to
matters that arose before such termination).

                        ARTICLE XXVIII DISPUTE RESOLUTION

     If any  controversy  or claim  between the parties,  other than  Landlord's
claim of unlawful  detainer or a proceeding for summary  eviction for failure to
pay Fixed Minimum Rent,  arises out of this Lease, and the parties are unable to
agree by direct  negotiations,  the  parties  shall  promptly  mediate  any such
disagreement  or dispute under the  Commercial  Mediation  Rules of the American
Arbitration Association.  If the parties are unable to resolve such disagreement
or dispute through  mediation,  then such disagreement or dispute  (excluding an
action by  Landlord  in unlawful  detainer  or summary  proceeding,  as provided
above)  shall  be  submitted  to  binding   arbitration   under  the  Commercial
Arbitration Rules of the American Arbitration Association.

     The arbitrators  shall be appointed under the Commercial  Arbitration Rules
of the American Arbitration Association. As soon as the panel has been convened,
a hearing  date shall be set within  twenty-one  (21) days  thereafter.  Written
submittals shall be presented and exchanged by both parties ten (10) days before
the hearing date,  including  reports prepared by experts upon whom either party
intends  to rely.  At such time the  parties  will also  exchange  copies of all
documentary  evidence upon which they will rely at the arbitration hearing and a
list of the witnesses  whom they intend to call to testify at the hearing.  Each
party shall also make its  respective  experts  available for  deposition by the
other party prior to the hearing date.  The hearings shall be concluded no later
than five (5) days after the initial  hearing date. The  arbitrators  shall make
their award within ten (10) business  days after the  conclusion of the hearing.
In the  event of a  three-member  panel,  the  decision  in which two (2) of the
members of the arbitration panel concur shall be the award of the arbitrators.

     Except as  otherwise  specified  herein,  there  shall be no  discovery  or
dispositive  motion practice (such as motions for summary judgment or to dismiss
or the like) except as may be permitted by the arbitrators,  who shall authorize
only such  discovery  as is shown to be  absolutely  necessary  to insure a fair
hearing and no such discovery or motions  permitted by the arbitrators  shall in
any way conflict with the time limits contained  herein.  The arbitrators  shall
not be bound by the  rules  of  evidence  or civil  procedure,  but  rather  may

<PAGE>

consider such writings and oral  presentations as reasonable  businessmen  would
use in the conduct of their day-to-day  affairs,  and may require the parties to
submit  some  or  all  of  their   presentation  as  the  arbitrators  may  deem
appropriate.  It is the  intention  of the parties to limit live  testimony  and
cross-examination to the extent absolutely necessary to insure a fair hearing to
the parties on the significant  matters  submitted to  arbitration.  The parties
have  included  the  foregoing  provisions  limiting the scope and extent of the
arbitration  with the  intention  of  providing  for prompt,  economic  and fair
resolution of any dispute submitted to arbitration.

     The   arbitrators   shall  have  the  discretion  to  award  the  costs  of
arbitration,  arbitrators' fees and the respective attorneys' fees of each party
between the parties as they see fit.

     Judgment upon the award entered by the  arbitrator(s) may be entered in any
court having jurisdiction thereof.

     Notwithstanding  the  parties'  agreement  to  mediate or  arbitrate  their
disputes as provided  herein,  any party may seek emergency relief in a court of
law without waiving the right to arbitrate.

         The  arbitrators  shall make their award in accordance  with applicable
law and based on the evidence  presented  by the parties,  and at the request of
either  party at the start of the  arbitration,  shall  include  in their  award
findings of fact and conclusions of law supporting the award.

     Nothing contained herein is intended to, nor shall,  limit Landlord's right
to pursue any action in unlawful  detainer in the case of an Event of Default by
Tenant.

     IN WITNESS  WHEREOF,  the parties hereto have executed these presents,  the
day and year first written above.  Grand Canal Shops Mall  Construction,  LLC, a
Delaware limitedToysbInternational, a California corporation

By:  Venetian Casino Resort, LLC, a Nevada limited liability company, its member

                                                            By:      ___________
         By:      Las Vegas Sands, Inc., a Nevada corporation, its member
                                                            Name:_______________
                  By:      _______________________
                  Name:             _______________________ Its: _______________
                  Its:     _______________________





<PAGE>
                                    GUARANTY


     GUARANTY OF LEASE  dated July 22,  1998,  by and between  Grand Canal Shops
Mall Construction,  LLC, a Delaware limited liability company, as Landlord,  and
Toys International, a California corporation, as Tenant.

     FOR VALUABLE  CONSIDERATION,  receipt of which is hereby acknowledged,  the
undersigned Guarantor hereby unconditionally and irrevocably guarantees the full
and faithful performance by Tenant of all the terms, covenants and conditions of
the above-referenced  Lease. This Guaranty shall remain in full force and effect
regardless of any amendment,  modification,  extension, compromise or release of
any term,  covenant or  condition of the Lease or of any party  thereto,  as the
case maybe.  The undersigned  agrees to indemnify  Landlord  against any and all
liability, loss, costs, charges, penalties,  obligations,  expenses,  attorneys'
fees, litigation,  judgments, damages, claims and demands of any kind whatsoever
in  connection  with,  arising out of or by reason of the assertion by Tenant of
any defense to its obligations  under the Lease or the assertion by Guarantor of
any defense to its obligations hereunder. Guarantor waives any right or claim or
rights to cause a marshaling of Tenant's assets or to proceed against  Guarantor
or Tenant or any security for the Lease or this Guaranty in any particular order
and  Guarantor  agrees  that any  payments  or  performance  required to be made
hereunder  shall  become due upon  demand in  accordance  with the terms  hereof
immediately  upon the  happening  of a default  under the Lease,  whether or not
Guarantor has been given notice of such default,  and Guarantor hereby expressly
waives and  relinquishes  all rights and remedies  accorded by applicable law to
guarantors,  including, but not limited to, notice of demand, notice of default,
any failure to pursue  Tenant or its  property,  any defense  arising out of the
absence, impairment or loss of any right of reimbursement or subrogation and any
defense arising by reason of any defense of Tenant or by reason of the cessation
of the liability of Tenant or any defense by reason of the assertion by Landlord
against Tenant of any of the rights or remedies reserved to Landlord pursuant to
the  provisions  of the  Lease,  or by reason of  summary  or other  proceedings
against Tenant.

     No delay on  Landlord's  part in exercising  any right,  power or privilege
under this Guaranty or any other document executed in connection  herewith shall
operate as a waiver of any such privilege, power or right.

     Guarantor  agrees that any judgment  rendered  against Tenant for monies or
performance  due Landlord shall in every and all respects bind and be conclusive
against  Guarantor to the same extent as if  Guarantor  had appeared in any such
proceedings and judgment therein had been rendered against Guarantor.

     Guarantor subordinates to Tenant's obligations to Landlord all indebtedness
of Tenant to Guarantor,  whether now existing or hereafter  contracted,  whether
direct  or  indirect,  contingent  or  determined.  With  respect  to  any  such
indebtedness of Tenant to Guarantor,  Guarantor  further agrees to make no claim
therefor  until any and all  obligations  of Tenant to Landlord  shall have been
discharged in full and Guarantor  further covenants and agrees not to assign all
or any part of such indebtedness while this Guaranty remains in effect.

     The terms,  covenants and conditions contained in this Guaranty shall inure
to the benefit of the successors and assigns of Landlord.

     If any term,  covenant or condition of this  Guaranty,  or any  application
thereof, should be held by a court of competent jurisdiction to be invalid, void
or unenforceable,  all terms, covenants and conditions of this Guaranty, and all
applications  thereof not held invalid,  void or unenforceable shall continue in
full force and effect and shall in no way be affected,  impaired or  invalidated
thereby.  In this  Guaranty,  whenever  the context so requires,  the  masculine
gender includes the feminine and/or neuter, and the singular number includes the

<PAGE>

plural.

     This Guaranty shall be construed in accordance  with its intent and without
regard to any presumption or other rule requiring construction against the party
causing the same to be drafted. The laws of the State of Nevada shall govern the
validity, construction, performance and effect of this Guaranty.

     Should Guarantor  consist of more than one person or entity,  then, in such
event,  all such persons and entities  shall be jointly and severally  liable as
Guarantor  hereunder.  In any action  brought by  Landlord to enforce any of its
rights  under or arising  from this  Guaranty,  Landlord  shall be  entitled  to
receive  its costs and legal  expenses  including  reasonable  attorneys'  fees,
whether such action is prosecuted  to judgment or not. If Landlord  shall engage
the services of any attorney for the purpose of  collecting  any rental due from
Tenant,  having first given Tenant five (5) days' notice of its  intention so to
do,  Tenant  shall pay the  reasonable  fees of such  attorney  for his services
regardless of the fact that no legal proceeding or action may have been filed or
commenced. Dated this 22nd day of July, 1998.

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


By:
Name:
Its:





<PAGE>
                                   EXHIBIT "A"

                                    Site Plan

                                  See Attached




                                   EXHIBIT "B"

                                    Premises

                                  See Attached




                                   EXHIBIT "C"

                                   Chargebacks

                                  See Attached




                                EXHIBIT "GCS1.0"

                                 Tenant Handbook

                                 (Not attached)