EXHIBIT 10.93

                                 Las Vegas Lease







<PAGE>





                              SHOPPING CENTER LEASE

     In consideration of the rents and covenants hereinafter set forth, Landlord
leases to Tenant,  and Tenant leases from Landlord,  the Premises upon the terms
and conditions of this Shopping  Center Lease  ("Lease")  entered into and dated
May 15, 1998 ("Execution Date").

                                    ARTICLE 1
                          FUNDAMENTAL LEASE PROVISIONS

1.1      Landlord:         FASHION OUTLET OF LAS VEGAS ASSOCIATES,
                           a Nevada general partnership

1.2      Tenant:           TOYS INTERNATIONAL,
                           a California corporation

1.3      Tenant's Trade Name:            TOY CO.                   (Section 9.1)

1.4      Premises:                

                         That  certain  retail  space  currently  identified  as
                    "Space No. 1-(Sectionn2.1) Shopping Center known as "Fashion
                    Outlet of Las  Vegas,"  located in the  unincorporated  area
                    known as "Primm,"  in the County of Clark,  State of Nevada,
                    containing  approximately  6,567  square  feet of Floor Area
                    with a frontage of  approximately  52.42 feet.  The Premises
                    are  shown  in that  approximate  location  crosshatched  on
                    Exhibit A.

1.5      Lease Term:         Approximately ten (10) years.         (Section 3.1)

1.6      Target Delivery Date:                       

                         Seventy-Five   (75)   days   prior   to   the   initial
                    open of Shopping Center.(Sectionh2.3)

1.7      Expiration Date:     

                         The last day of the One Hundred  Twentieth (120th) full
                    calendar(Sectiono3.1)ing  the Rent Commencement Date (if the
                    Rent  Commencement  Date  falls on the first  (1st) day of a
                    calendar  month,  then the calendar  month in which the Rent
                    Commencement  Date  occurs  shall be  deemed to be the first
                    full calendar month for the  determination of the Expiration
                    Date).

1.8      Rent Commencement Date:     

                         The  earlier  to  occur  of  (a)  that  date  which  is
                    t(Section  4.1)ccur  of  (i)  the  initial  opening  of  the
                    Shopping  Center or (ii) that date  which is Sixty (60) days
                    after the date  Tenant  receives a  fully-executed  original
                    copy of this lease from Landlord, provided Landlord receives
                    the Tenant executed Lease on or before May 13, 1998., or (b)
                    the date Tenant first opens for business in the Premises.

1.9  Minimum  Annual  Rent:  Sixteen  and  50/100  Dollars  ($16.50)  per  annum
p(Sectione4.2)t  of  Floor  Area  of  the  Premises,  beginning  with  the  Rent
Commencement  Date and  continuing for the first two (2) full years of the Lease
Term plus any partial  calendar month at the beginning of the Lease Term;  then,
Nineteen and No/100 Dollars  ($19.00) per annum per square foot of Floor Area of
the  Premises  for the next four (4) full  years;  then,  Twenty-One  and 50/100
Dollars ($21.50) per annum per square foot of Floor Area of the Premises for the
remainder of the Lease Term.

1.10     Percentage Rent:        

                         Five  percent  (5%) of  Gross  Sales in  excess  of the
                    Breakpoint (Section 4.3)




1.11     Marketing Assessment: 

                         Two  and   No/100   Dollars   ($2.00)   per  annum  per
                    square Floor Area of the Premises.(Section 8.2)

1.12     Addresses for Notices:                                     (Article 23)


         To Landlord:      FASHION OUTLET OF LAS VEGAS ASSOCIATES
                           c/o TrizecHahn Centers
                           4350 La Jolla Village Drive, Suite 400
                           San Diego, CA  92122-1233
                           Attn:      Legal Department

                           and to:    Landlord's manager at the Shopping Center.

         and to Ground Lessor for compliance with Section 11.3(d) only:

                           PRIMM 650 LIMITED PARTNERSHIP
                           c/o Hale, Lane, Peek, Dennison, Howard, Anderson and 
                               Pearl
                           100 West Liberty Street, Tenth Floor
                           Post Office Box 3237
                           Reno, Nevada 89505
                           Attn:      R.  Craig Howard

            To Tenant:     TOYS INTERNATIONAL
                           550 Rancheros Drive
                           San Marcos, CA 92069
                           Attn:      President

1.13 Permitted Use: The operation of a Manufacturer's Outlet for the retail sale
of  b(Sectiona9.1)  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
(provided  that the  display of such  model  kits  shall not exceed  twenty-five
percent  (25%) of the retail sales Floor Area of the  Premises),  child-oriented
games,  child-oriented  video and audio  cassettes,  child-oriented  compact and
laser  discs,  and  other  technological  innovations  thereof,   child-oriented
computer software,  sporting goods, wheel goods, stuffed animals, other juvenile
and  child-related  goods,  and such other items as are  typically  displayed in
better  quality toy stores.  Tenant  shall use the  Premises for no other use or
purpose. The Permitted Use is expressly subject to Section 9.5.

1.14     Security Deposit:           

                         Twenty-Seven  Thousand  Eighty-Eight and 86/100 Dollars
                    ($27,(Article 26)

1.15     Exhibit C Rent:              Intentionally Omitted.       (Section 4.9)

1.16     Initial Assessment:  

                         Two and No/100 Dollars ($2.00) per square foot of Floor
                    Are(Section 8.4)ises.


     The  provisions  of this  Article 1 summarize  certain  terms of this Lease
which are more fully  described in the balance of this Lease.  In the event of a
conflict  between the provisions of Article 1 and the balance of this Lease, the
latter  shall  control.  Capitalized  terms  used in this  Lease  shall have the
meanings set forth or  cross-referenced in Exhibit B or otherwise defined in the
body of this Lease.


                                    ARTICLE 2
                                    PREMISES

     2.1  Condition.  Landlord  shall  deliver to Tenant and Tenant shall accept
from  Landlord,   possession  of  the  Premises  upon  Substantial   Completion.
Landlord's  certification  of  Substantial  Completion  shall be conclusive  and
binding upon  Landlord  and Tenant,  provided,  however,  that Tenant may within
thirty (30) days after Substantial  Completion deliver to Landlord a list of any
claimed  defects in Landlord's  Work, and Landlord shall  thereafter  proceed to
cure any such defects.  Further,  Landlord  shall  warrant the Premises  against
latent  defects for a period of one (1) year following  Substantial  Completion.
Within thirty (30) days following  Substantial  Completion,  Tenant, at its sole
cost and expense, or Landlord, at its sole cost and expense, may cause the Floor
Area of the Premises to be measured by a licensed  architect.  In the event such
calculation  reflects a deviation  of more than one percent  (1%) from the Floor
Area set forth in Section  1.4, and the other party  approves  the  calculation,
this  Lease  shall be  amended to  reflect  the  recalculated  Floor Area and to
proportionately adjust Minimum Annual Rent.

     2.2 Title of Premises. Tenant acknowledges that Tenant's leasehold interest
in  the  Premises  is  subject  to  (a)  covenants,  conditions,   restrictions,
easements,  Mortgages,  and other matters of record,  (b) the REA and the Ground
Lease,  (c) the effect of all Legal  Requirements,  including  any local  zoning
laws; and (d) general and special taxes not delinquent.  Landlord  warrants that
none of the matters  contained  in the REA, the Ground Lease and/or the Mortgage
shall adversely affect the Permitted Use.

     2.3 Delay in Delivery;  Project  Abandonment.  If Landlord  cannot  deliver
possession of the Premises to Tenant on the Target Delivery Date for any reason,
Landlord  shall not be  subject  to any  liability  therefor.  Such  failure  of
delivery  shall not affect the  validity  of this  Lease or the  obligations  of
Tenant hereunder (except as expressly provided for in this Lease), or extend the
Expiration Date. If Landlord is unable to deliver  possession of the Premises to
Tenant  within  forty-eight  (48) months after the Target  Delivery Date for any
reason  (including  without  limitation  abandonment of the  construction of the
Shopping Center) then Landlord, in its sole and absolute discretion,  shall have
the  option at any time  thereafter  to notify  Tenant of  Landlord's  intent to
terminate this Lease in which event this Lease shall terminate and both Landlord
and Tenant shall be released from any liability or obligation under this Lease.

     2.4 Relocation or Termination.  If in connection with Landlord's expansion,
reduction,  removal,  renovation or construction of new or existing improvements
after the initial opening of the Shopping Center (but excluding  reconfiguration
required  solely  to  accommodate   other  Shopping  Center  tenants)   Landlord
reasonably  determines  that it is necessary  that Tenant vacate the Premises or
that the  Premises  be altered,  Landlord  may  require  that  Tenant  surrender
possession  of the  Premises,  provided  Landlord,  in  its  sole  and  absolute
discretion,  either  (a)  amends  this Lease to lease  Tenant  other  comparable
premises  within the Shopping  Center on the same terms and  conditions as those
contained  in this Lease for the balance of the  remaining  Lease  Term,  or (b)
terminates  this Lease and pays Tenant an amount  equal to the then  unamortized
net  cost to  Tenant  of its  Improvements,  calculated  using  a  straight-line
amortization  schedule and an  amortization  period equal to the Lease Term. The
relocation of the Premises in  accordance  with (a) herein or the payment of the
consideration in accordance with (b) herein shall be Tenant's sole remedy in the
event Tenant is required to surrender  possession of the Premises as provided in
this Section.  It is expressly  agreed and understood  that Landlord shall first
offer to lease Tenant other  comparable  premises  within the Shopping Center if
available,  in  Landlord's  sole,  yet  reasonable  discretion.   The  foregoing
provisions of this Section 2.4 shall be subject to the following:

     (a)  Comparable  premises  shall  be  deemed  to mean  premises  which  are
substantially  the same in size (not less than  4,500  square  feet or more than
7,500  square  feet in size and having a mall  frontage  of 32 feet or more) and
similar in location with respect to vertical  transportation within the Shopping
Center;  provided,  however, in no event shall Landlord be obligated to offer to
Tenant any location which Landlord is prevented from leasing to Tenant  pursuant
to  covenants  of Landlord  respecting  radius,  location,  use, or  exclusivity
contained in any other lease,  financing agreement (including the Mortgage),  or
other agreement  affecting the Shopping Center.  If more than one (1) comparable
premises is available in the Shopping  Center as determined by Landlord's  sole,
yet reasonable  judgement,  Landlord shall offer Tenant the comparable  premises
that is  closest to the  Premises.  Landlord  shall pay the cost and  expense of
finishing  the new  premises to the extent of the quality and  condition  of the
decor (including all Improvements but excluding Personal Property) which existed
in the Premises immediately prior to relocation;

     (b)  Landlord  shall  give  Tenant  at least  ninety  (90)  days  notice of
Landlord's intention to relocate the Tenant;

     (c) Landlord  shall not have the right to relocate the Tenant more than one
(1) time  during  the Lease  Term and in no event  shall  relocation  occur from
August 1st through October 31st;

     (d) The physical relocation of Tenant's Personal Property from the Premises
to the new premises  shall be  accomplished  by Landlord at Landlord's  cost and
expense;

     (e) Landlord  shall  exercise due diligence in the relocation of the Tenant
and Minimum Annual Rental and Additional Rent shall abate during any period that
the  business  conducted  upon the  Premises  must be closed as a result of such
relocation, which closure shall not exceed seven (7) days;

     (f) If the new  premises  differ in size from the  Premises  as it  existed
before the relocation, Minimum Annual Rental shall be adjusted to a sum computed
by multiplying  the Minimum Annual Rental by a fraction,  the numerator of which
shall be the total number of square feet in the new premises and the denominator
of which  shall be the  total  number  of  square  feet in the  Premises  before
relocation.  In addition, all Additional Rent which is calculated based on Floor
Area shall be calculated on the basis of the Floor Area of the new premises;

     (g) The  parties  shall  immediately  execute  an  amendment  to this Lease
documenting  the  relocation  of the Tenant and the  reduction  or  increase  in
Minimum Annual Rental;

     (h) All  incidental  costs incurred by Tenant as a result of the relocation
including without limitation, costs incurred in change of address on stationery,
business cards, directories, advertising, and other such items, shall be paid by
Landlord, in a sum not to exceed Seven Hundred Fifty Dollars ($750);

         (i) If Tenant (in its sole and  absolute  discretion)  and Landlord are
unable to agree upon comparable premises for the purposes of relocation pursuant
to this Section 2.4 within  thirty (30) days of  Landlord's  notice to Tenant of
its intent to relocate  Tenant,  then this Lease shall  terminate  and  Landlord
shall compensate Tenant for its reasonable damages. For purposes of this Section
2.4,  reasonable  damages shall be defined as the unamortized net cost to Tenant
of its Improvements with a straight-line  amortization period equal to the Lease
Term.

     2.5 Reserved Easement.  Landlord shall have the right during the Lease Term
to install, relocate, maintain, and operate conduits, facilities, and structures
comprising  the  Air  Conditioning  System  and  permitting  the  conveyance  of
Utilities  in and through the space above the ceiling (or ceiling  line if there
is no  ceiling)  in the  Premises.  If  Landlord  desires to  relocate  any such
conduits,  facilities or structures, Tenant shall have the right to approve such
relocation,  which approval shall not be  unreasonably  withheld so long as such
items remain above the ceiling or ceiling line.  Landlord  further  reserves the
right  to use up to one  percent  (1%)  of the  Floor  Area of the  Premises  as
Landlord may designate at any time to accommodate items serving other tenants or
resulting  from the  remodeling or expansion of the Shopping  Center,  including
without limitation columns,  shafts,  ducts, and pipes, provided such portion is
located  adjacent to a wall other than the  storefront and such items are either
not visible from the Premises sales area or are reasonably concealed in a manner
which does not materially detract from the appearance of Tenant's store.

     2.6 Right to Enter.  Landlord and/or its authorized  representatives  shall
have the right to enter the Premises at all reasonable  times for the purpose of
showing the Premises to prospective  purchasers or lenders.  Tenant additionally
shall permit Landlord, or its authorized representatives,  to enter the Premises
at all times during usual business hours upon  reasonable  notice (except in the
case of an emergency,  in which case Landlord may enter as reasonably necessary)
to inspect the Premises,  to perform its duties under the Lease,  and to perform
any work therein (a) that may be  necessary  to comply with Legal  Requirements,
(b) that Landlord may deem  necessary to prevent waste or  deterioration  of the
Premises  or  Shopping  Center,  and (c) that  Landlord  may deem  necessary  in
connection  with the  expansion,  reduction,  remodeling  or  renovation  of any
portion of the Shopping  Center.  Landlord  agrees that it shall use  reasonable
efforts to perform any work it is required or  permitted  to perform  under this
Section  2.6 in  such  manner  and at  such  times  as to  not  unreasonably  or
materially  disturb  Tenant's  business  operations,  except  in the  case of an
emergency.  In the event work is performed by Landlord in  accordance  with this
Section  2.6,  except to the extent such work was caused by Tenant's  failure to
perform its  obligations  under this Lease,  and said work  renders the Premises
untenantable  for a period of at least three (3)  consecutive  days,  thereafter
Minimum Annual Rent and Additional Rent (except Percentage Rent) shall be abated
proportionately  with  the  degree  in which  Tenant's  use of the  Premises  is
impaired and such abatement  shall continue during the period in which Tenant is
unable to operate its business in the Premises as a result of such work.


                                    ARTICLE 3
                                   LEASE TERM

     3.1 Duration. This Lease shall become fully effective and binding as of the
Effective   Date.  The  "Lease  Term"  means  that  period   commencing  on  the
Commencement  Date and  continuing  through the Expiration  Date,  unless sooner
terminated as provided in this Lease or by law.

     3.2  Surrender  of  the  Premises.   At  the  Expiration  Date  or  earlier
termination  of this Lease,  Tenant shall remove all Personal  Property from the
Premises  and  surrender  possession  of the Premises to Landlord in broom clean
condition and good state of repair,  except  ordinary  wear and tear,  damage or
destruction  covered by Article  18, and any repair  Landlord  is  obligated  to
perform pursuant to this Lease.

     3.3 Failure to Surrender  Possession and Liquidated  Damages.  Landlord and
Tenant acknowledge and agree that any failure of Tenant to surrender  possession
of the  Premises on the  Expiration  Date or earlier  termination  of this Lease
shall result in substantial damages to Landlord,  and that those damages are and
will be impossible or impracticable to measure.  Accordingly, if Tenant does not
surrender  possession  of the Premises to Landlord as set forth  herein,  Tenant
shall be deemed a hold over tenant at sufferance.  During the period of any such
hold over tenancy, Tenant shall pay to Landlord, as liquidated damages, for each
day that Tenant holds over in the Premises, an amount equal to two (2) times the
portion of the Minimum  Annual Rent  payable  during the last month of the Lease
Term, plus an amount equal to the Additional Rent  (including  Percentage  Rent)
which  was  payable  by  Tenant  in the last  full  calendar  year  prior to the
Expiration Date or earlier termination of this Lease, prorated on the basis of a
365-day year; provided, however, that Tenant's obligation to pay such liquidated
damages  shall not  commence  until the tenth  (10th) day  following  Landlord's
notice to Tenant  stating  Landlord's  intent to enforce the  provisions of this
Section 3.3 and until the commencement of such liquidated damages,  Tenant shall
pay the Minimum Annual Rent and Additional Rent as payable by Tenant in the last
full calendar year prior to the Expiration  Date or earlier  termination of this
Lease.  No  provision  of this Lease shall be deemed to permit  Tenant to retain
possession of the Premises after the Expiration  Date or earlier  termination of
this  Lease  without  Landlord's  prior  written  consent.  Except as  otherwise
specifically stated in this Lease, all of the terms and conditions of this Lease
shall  remain in effect  following  any  extension,  renewal or hold over of the
original Lease Term.


                                    ARTICLE 4
                                      RENT

     4.1 Rent Commencement Date.  Tenant's obligation to pay Minimum Annual Rent
and   Additional   Rent  shall  commence  upon  the  Rent   Commencement   Date.
Notwithstanding  anything to the contrary contained herein, (i) in the event the
completion  by  Landlord  of any  punch  list  items  pursuant  to  Section  2.1
materially interferes with Tenant's ability to perform Tenant's Work, the 60-day
period  described  in Section 1.8 shall be extended by one day for each full day
in which  Tenant is so  delayed  and/or  (ii) in the  event  that on the date of
delivery of the  Premises to Tenant,  the  condition  of the  Premises is not in
substantial conformity with the Tenant Package provided by Landlord for Tenant's
use in the  preparation of its plans and as a result the plans for Tenant's Work
must be revised, the 60-day period described in Section 1.8 shall be extended to
allow a commercially  reasonable  period of time (with Tenant acting  diligently
and in good  faith) for  Tenant to  prepare  revised  plans,  obtain  Landlord's
approval, and obtain a new building permit, if required.

     4.2 Minimum  Annual Rent.  Tenant  shall pay Minimum  Annual Rent in twelve
(12) equal monthly  installments during the Lease Term, in advance, on the first
day of each calendar month, without setoff, deduction, prior notice or demand.

     Notwithstanding  anything to the contrary  contained herein, if the initial
opening of the Shopping Center has not occurred on or before  September 1, 1998,
it is agreed that after Tenant  initially opens for business within the Premises
and provided  Tenant  continuously  remains  open for business  then the Minimum
Annual Rent and  Percentage  Rent set forth in Article 1 shall be abated through
December 31, 1998.  During the time Minimum Annual Rent and  Percentage  Rent is
abated,  Tenant  shall pay to Landlord  the amount equal to five percent (5%) of
Tenant's Gross Sales monthly in arrears on or before the twentieth (20th) day of
each month,  and further provided that during the period the Minimum Annual Rent
and Percentage Rent is abated,  Tenant shall pay all other charges called for in
the manner provided for in this Lease.  The provisions of this Section 4.2 shall
in no event change or modify the Rent Commencement Date.  However,  in the event
Tenant fails to open for business within the time limits set forth in Article 1,
Tenant  shall pay,  in addition to the  amounts  required in Section  11.1,  the
Minimum  Annual  Rent and  Percentage  Rent set forth in Article 1 for every day
Tenant is not open regardless of the provisions of this paragraph.

     Notwithstanding  anything to the contrary  contained  herein,  it is agreed
that commencing on the thirtieth (30th) day following the date Tenant has opened
for business and so long as Tenant continuously  remains open for business,  the
Minimum  Annual Rent set forth in Article 1 shall be abated until such time (the
foregoing period is referred to as the "Initial  Abatement Period") as there are
initially open for business tenants  occupying at least seventy percent (70%) of
the total Floor Area  available for Mall Tenants in the Shopping  Center.  Until
such time as the aforementioned contingencies have been met, Tenant shall pay to
Landlord the lesser of (i) the monthly Minimum Annual Rent otherwise  payable or
(ii) the amount equal to five percent  (5%) of Tenant's  Gross Sales  monthly in
arrears  on or before  the  twentieth  (20th)  day of each  month,  and  further
provided that during said prior period Tenant shall pay all other charges called
for in the manner  provided for in this Lease except  Minimum  Annual Rent.  The
foregoing  abatement  shall in no event  change or modify the Rent  Commencement
Date.

     Then,  after the  conditions  for the  Initial  Abatement  Period have been
satisfied  and so long as Tenant  continuously  remains open for  business,  the
Minimum  Annual  Rent set forth in  Article 1 shall be abated  during any period
("On-Going  Abatement  Period") in which less than seventy  percent (70%) of the
total Floor Area  available for Mall Tenants in the Shopping  Center is open for
business in the Shopping  Center.  During any such  On-Going  Abatement  Period,
Tenant shall pay to Landlord the lesser of (i) the monthly  Minimum  Annual Rent
otherwise  payable or (ii) the amount  equal to five  percent  (5%) of  Tenant's
Gross  Sales  monthly in arrears on or before the  twentieth  (20th) day of each
month,  and further  provided that during the On-Going  Abatement  Period Tenant
shall pay all other charges called for in the manner  provided for in this Lease
except Minimum Annual Rent. In the event any On-Going Abatement Period continues
for a period of 365 consecutive days during which time Tenant's Gross Sales have
decreased by at least thirty  percent (30%) as compared to Tenant's  Gross Sales
for the immediately  preceding 365 day period, then, Tenant shall have the right
to terminate this Lease upon notice to Landlord  which must be exercised,  if at
all,  within  thirty (30) days  following  the end of said 365  consecutive  day
period.  Upon such termination,  both Landlord and Tenant shall be released from
any further liability under this Lease.

     In the event the Initial Abatement Period or the On-Going  Abatement Period
continue for more than 365 consecutive  days, then Landlord shall have the right
to  terminate  this  Lease  upon  thirty  (30) days  written  notice to  Tenant,
provided,  Tenant shall have the right to nullify Landlord's  termination notice
by  notifying  Landlord  of its  intention  to pay the  Minimum  Annual  Rent in
accordance with Article 1, and Article 4, Section 4.2 of this Lease (followed by
actual compliance  therewith).  Upon such termination,  both Landlord and Tenant
shall be released from any further liability under this Lease.

4.3      Percentage Rent.

     (a) In General.  Tenant shall pay Percentage  Rent for each partial or full
calendar year of the Lease Term calculated based on Gross Sales for such period.
Said payments of Percentage Rent shall commence with the calendar month in which
Tenant's  Gross  Sales  first  exceed  the  Breakpoint  for such full or partial
calendar year. Said payments shall equal that amount which is the product of the
Percentage  Rent figure  (specified  in Article 1)  multiplied  by the amount of
Gross  Sales in  excess  of the  Breakpoint.  Said  payments  shall  be  payable
concurrently with Tenant's submittal of the monthly statements of Gross Sales in
accordance  with the  provisions  of Section  4.3(b).  Anything to the  contrary
notwithstanding,  in the event Minimum Annual Rent is abated in accordance  with
any  provisions  of this Lease  (other than  Section 4.2 and Section  9.6),  the
Breakpoint shall be adjusted accordingly.

     The total  Percentage  Rent due and  payable  for a calendar  year shall be
computed based on Tenant's annual  statement of Gross Sales for that year and if
Tenant paid an amount  greater  than the actual  Percentage  Rent  payable,  the
amount of such  overpayment  shall be credited  against  Tenant's  next required
payment of Additional  Rent or, at the end of this Lease Term,  receive a refund
thereof from Landlord,  except to the extent Tenant is in monetary default under
the terms of this Lease and no other  amounts  are owed to  Landlord;  if Tenant
paid an amount less than the  required  Percentage  Rent,  then Tenant shall pay
such  difference to Landlord  together with Tenant's  annual  statement of Gross
Sales for said calendar year.

     Notwithstanding anything to the contrary contained in this Section 4.3, for
the  purpose  of  computing  Percentage  Rent due for a  partial  calendar  year
occurring  at the  beginning  of the Lease  Term,  Gross  Sales made during that
partial  year  shall be added to the Gross  Sales  made  during  the first  full
calendar year after the Rent  Commencement  Date and said payments of Percentage
Rent shall  commence with the calendar month in which Tenant's Gross Sales first
exceed the Breakpoint for this entire period

     (b)  Reporting  of Gross  Sales.  Tenant  agrees to furnish  to  Landlord a
statement  of Gross  Sales  within  twenty  (20)  days  after  the close of each
calendar month, and an annual statement,  including a monthly breakdown of Gross
Sales,  within forty-five (45) days after the close of each calendar year during
the Lease Term and any  partial  calendar  year at the  beginning  or end of the
Lease Term;  provided,  however,  that Tenant  shall cause its store  manager to
orally  transmit to Landlord  monthly Gross Sales within ten (10) days after the
close of each  calendar  month and annual  Gross Sales  within  thirty (30) days
after the close of each calendar year. It is agreed, however, that should Tenant
fail twice during the Lease Term to submit its written  report of monthly and/or
annual Gross Sales  within the time periods as provided for herein,  then Tenant
shall,  for the  remainder of the Lease Term,  be required to submit its written
monthly  statements  of Gross Sales within ten (10) days after the close of each
calendar month and to submit its written annual statements of Gross Sales within
thirty (30) days after the close of each calendar year.  Such  statements  shall
itemize all  elements of Gross Sales and Gross Sales  Adjustments,  and shall be
certified as true and correct by a Responsible Officer of Tenant. The receipt by
Landlord of any statement or any payment of Percentage Rent for any period shall
not bind  Landlord as to the  correctness  of such  statement  or payment.  Upon
request, Tenant agrees to furnish to Landlord a copy of Tenant's state and local
sales and use tax returns, if required in the state where the Shopping Center is
located,  but only to the  extent  such  returns  are  limited  to the  business
conducted  upon the  Premises.  Tenant shall record at the time of sale,  in the
presence of the customer,  all receipts from sales or other transactions using a
cash  register or  computer  system  that  cumulatively  numbers and records all
receipts. Tenant and its subtenants, licensees, and concessionaires,  shall keep
(i) full and accurate books of account and records in accordance  with generally
accepted  accounting   principles   consistently   applied,   including  without
limitation,  a sales journal,  general ledger,  and all bank account  statements
showing  deposits of Gross Sales  revenue,  (ii) all cash register  detail tapes
with regard to all  transactions  of Gross Sales,  and (iii)  detailed  original
records of all Gross Sales Adjustments.  Such books, receipts, and records shall
be kept by  Tenant  for a period  of three  (3)  years  after  the close of each
calendar year and during such 3-year  period shall be available  for  inspection
and audit by  Landlord  and its  representatives  at the  Premises  or  Tenant's
principal  place of business at all times during regular  business hours upon no
less than twenty (20) days prior notice. It is agreed,  however, that Landlord's
right to inspect or audit shall be limited to once every calendar year, provided
(i) that in the event any audit reveals an  understatement of annual Gross Sales
of more than two percent (2%), said limit shall thereafter be inapplicable,  and
(ii) that in the event any audit shall result in a dispute between  Landlord and
Tenant,  and such dispute may be resolved by another  audit,  Landlord  shall be
entitled  to a second  audit.  Any  corrections  or  adjustments  to Gross Sales
previously  reported  by Tenant  which will result in a refund to Tenant must be
reported to Landlord  within the three (3) year period  following the end of the
calendar  year in which such Gross Sales were made. If it shall be determined as
a  result  of an audit  that  there  has been a  deficiency  in the  payment  of
Percentage Rent, then such deficiency  shall become  immediately due and payable
with interest at the Interest Rate from the date when said payment was due or if
such audit  determines that there has been an overpayment of Percentage Rent the
amount of such  overpayment  shall be credited  against  Tenant's  next required
payments of Additional  Rent. In addition,  if Tenant  understates  annual Gross
Sales by more  than  three  percent  (3%) and if  Landlord  is  entitled  to any
additional  Percentage  Rent as a result,  or if an audit  shows that Tenant has
failed to  maintain  the books of account  and  records as  required or fails to
appear for and/or  cooperate  with  Landlord's  audit  representative  and, as a
result,  Landlord is unable to verify the accuracy of Tenant's  statement,  then
Tenant  shall pay to Landlord  all  reasonable  costs and  expenses  incurred by
Landlord  in  conducting  such  audit  and  collecting  any  underpayment.   Any
information  gained  from  such  audits,   statements  or  inspection  shall  be
confidential  and shall not be  disclosed  other  than to carry out the  purpose
hereof; provided,  however,  Landlord shall be permitted to divulge the contents
of any such statements in connection  with any  contemplated  sales,  transfers,
assignments,  encumbrances or financing  arrangements of Landlord's  interest in
the Premises or in connection with any administrative or judicial proceedings in
which  Landlord  is involved  where  Landlord  may be  required to divulge  such
information.  It is expressly  agreed and understood  that in no event shall any
provision  of this Lease be deemed to prohibit or  otherwise  restrict  Landlord
from divulging information  concerning Gross Sales to Ground Lessor as necessary
in order to comply with the terms of the Ground Lease.

     (c) New  Locations.  If during the Lease Term,  Tenant,  or any director or
officer of Tenant,  or any  parent,  subsidiary  or other  affiliate  of Tenant,
directly or indirectly,  operates or owns under Tenant's Trade Name or otherwise
any similar type of  Manufacturer's  Outlet or other so-called  "factory outlet"
business  (exclusive  of any such  business so  operated or owned  pursuant to a
lease that was  executed  prior to June 1,  1996)  within a radius of fifty (50)
miles  measured  from the  hotel/casino  located on Las Vegas  Boulevard  in Las
Vegas, Nevada, and known as "New York, New York," Landlord shall, and continuing
while Tenant is operating said other  business,  include the Gross Sales of such
other  business  in the Gross  Sales made from the  Premises  for the purpose of
computing the Percentage Rent due hereunder. Tenant will provide Landlord with a
statement of Tenant's Gross Sales,  in accordance with the provisions of Section
4.3(b) for each such business location operated by Tenant within said radius.

     (d) Mutual  Right to  Terminate  Based on Gross  Sales.  Landlord or Tenant
shall have a one (1) time right to terminate this Lease by written notice to the
other party, which notice must be given, if at all, during the first ninety (90)
days  following the  thirty-sixth  (36th) full calendar month of the Lease Term.
Such  termination  shall be  effective  on the  ninetieth  (90th) day after such
notice is given.  This  right to  terminate  shall be null and void in the event
Tenant's  Gross Sales exceed One Million Six Hundred  Fifty  Thousand and No/100
Dollars  ($1,650,000.00) during any one of the first three (3) years (year being
defined as twelve [12]  consecutive full calendar months) of the Lease Term and,
further,  Tenant's right to terminate shall be null and void in the event Tenant
is in default of this Lease,  beyond any applicable cure period,  as of the date
of the termination notice.

     4.4 Additional  Rent.  Tenant shall pay all Additional Rent without setoff,
deduction,  prior notice or demand in the amounts and in the manner set forth in
this Lease.

         Tenant's  payments of Additional  Rent pursuant to Articles 5, 6, and 7
shall be payable in the following manner:

     (a) Estimate.  Commencing  with the Rent  Commencement  Date and continuing
throughout  the balance of the Lease Term,  Tenant  shall pay  Landlord,  on the
first  day of each  calendar  month,  those  amounts  Landlord  estimates  to be
Tenant's share of the aforementioned  Additional Rent.  Landlord may adjust such
monthly  estimates at the end of any calendar quarter on the basis of Landlord's
experience and reasonably anticipated costs.

     (b) Reconciliation. Following the end of each calendar year or property tax
installment  period,  as  applicable,  Landlord  shall furnish  Tenant  separate
statements for the Additional  Rent payable by Tenant pursuant to Articles 5, 6,
and 7. Such  statements  shall cover the billing period showing the total of the
applicable  Additional  Rent expenses,  Tenant's share of such expenses for such
billing  period,  and the total prior amounts  payable by Tenant with respect to
such period in accordance  with  subsection  (a) of this  Section.  Upon written
request, Landlord will provide Tenant with the method of calculation of Tenant's
share.  If Tenant's share of the Additional  Rent expenses  exceeds the total of
Tenant's payments with respect thereto, Tenant shall pay Landlord the deficiency
within thirty (30) days after receipt of such statement. If said payments exceed
Tenant's share of the specified  Additional Rent expenses,  such excess shall be
offset  against the  payments  next due Landlord  for the same  Additional  Rent
expense  with a refund of any  excess  remaining  at the  expiration  or earlier
termination of the Lease Term except to the extent Tenant is in monetary default
under the Lease.  If it shall be  determined  as a result of an audit that there
has been an  overpayment  in the payment of  Additional  Rent due to  Landlord's
miscalculation  of the year end  reconciliation,  then such overpayment shall be
credited to Tenant's next payment of Additional Rent with a refund of any excess
remaining at the  expiration or earlier  termination of the Lease Term except to
the extent Tenant is in monetary default under this Lease.

     (c) Tenant's  Right to Audit.  Provided  Tenant is not in default under any
provision  of this Lease after  notice and  expiration  of the  applicable  cure
period,  if any, provided for in Article 16, within twelve (12) months after the
receipt by Tenant of the annual statement with respect to any item of Additional
Rent for a calendar  year,  or tax year,  if  applicable  with respect to taxes,
Tenant  may,  upon no less  than  thirty  (30)  days'  prior  written  notice to
Landlord,  audit  Landlord's books pertaining to such Additional Rent payable by
Tenant  pursuant to Articles 5, 6, and 7 for such  calendar year or tax year, as
the  case may be.  Tenant's  audit  shall be  performed  by a  certified  public
accountant who is retained strictly on a non-contingency  basis. The audit shall
be  conducted  at the office  designated  by Landlord  and shall be during usual
business  hours.  Tenant's  right to audit  shall be  restricted  to one (1) per
calendar  year and shall be at the sole cost and expense of Tenant.  In no event
shall  Tenant's  right to audit  relieve  Tenant  of its  obligation  to pay all
amounts  due as  provided  in this  Lease.  Tenant  shall  deliver a copy of the
results of such audit to  Landlord  within  fifteen  (15) days of its receipt by
Tenant.  Any information  gained from such audit shall be confidential and shall
not be  disclosed  by Tenant,  its agents  and/or  employees  except to Tenant's
attorneys,  accountants,  and consultants or in connection with any contemplated
assignments or in connection with any administrative or judicial  proceedings in
which Tenant may be required to divulge such information.

     (d) Payment  Directly to Third  Party.  Landlord,  in its sole and absolute
discretion,  shall have the option to require that the Tenant pay the reasonable
costs of certain  services  directly to the provider of such  services.  In such
event, such costs shall not be payable to Landlord as provided in the applicable
provision of this Lease unless  Tenant fails to pay any such amount when due. If
Tenant fails to pay any such amount when due and such failure  continues for ten
(10) days after Tenant s receipt of notice thereof from Landlord, Landlord shall
have the right,  but not the obligation,  to pay such amount on behalf of Tenant
and Tenant  shall,  upon  demand,  pay such amount to Landlord  plus  Landlord's
Administrative Fee.

     4.5  Proration  of Rent for Partial  Month.  Rent payable by Tenant for any
partial  calendar  month at the  beginning  or end of the  Lease  Term  which is
calculated  on the basis of a full  calendar  year shall be  computed on a daily
basis to reflect the actual  number of days in said  partial  month at an amount
equal to one-three  hundred  sixty-fifth  (1/365th) of such annual Rent for each
day of said partial month.

     4.6  Landlord's  Right  to  Offset.  If any sums are  payable  by  Landlord
pursuant to any provision of this Lease,  Landlord shall have the right to first
offset  from  such sum any  amounts  that are  currently  payable  by  Tenant to
Landlord pursuant to any provision contained in this Lease.

     4.7  Failure  to Pay Rent When Due.  If Tenant  fails to pay any  amount of
Minimum  Annual Rent or  Additional  Rent within five (5) days of when due, such
unpaid  amount shall bear  interest at the Interest  Rate from the date such sum
was due. In addition, Tenant acknowledges that the late payment by Tenant of any
installment  of Minimum  Annual Rent or Additional  Rent within five (5) days of
when  due  will  cause   Landlord  to  incur  certain  costs  and  expenses  not
contemplated  under this Lease,  the exact  amount of which costs are  extremely
difficult or impracticable to determine.  Therefore,  if any such installment is
not received by Landlord  from Tenant  within five (5) days of when due,  Tenant
shall  immediately pay to Landlord a late charge of Four Hundred Dollars ($400).
Landlord and Tenant agree that such late charge represents a reasonable estimate
of such costs and  expenses  and is fair  compensation  to Landlord for its loss
caused by Tenant's late payment.

     4.8 Address for Payments.  Tenant shall pay all rent and other payments due
Landlord at  Landlord's  management  office in the Shopping  Center,  or at such
place as Landlord may from time to time designate in writing.


     Tenant  agrees to pay to  Landlord  (a) the  amount of all  taxes,  similar
assessments,  and special  assessments levied for any reason on, or attributable
to, the Premises and/or the realty underlying the Premises  (whether  separately
or as part of a larger parcel as provided in this Article) and reasonable  costs
associated  with  challenging  such  taxes and  assessments  and (b) the cost to
Landlord of the insurance  required to be maintained by Landlord on the Premises
under Section 13.3. In no event shall Tenant be required to pay: (a) any portion
of Landlord's general income, franchise,  inheritance,  estate or gift taxes, or
(b) any  assessment  levied for the  purpose  of  financing  Landlord's  cost to
develop or construct any portion of the Shopping Center.

         With respect to any assessment  which may be levied against or upon the
Premises and the Shopping  Center,  or which under the laws then in force may be
evidenced by improvement  bonds or other bonds,  and which may be paid in annual
installments,  only the  amount of such  annual  installment  (with  appropriate
proration  for any  partial  calendar  year of the Lease Term) shall be included
within the  computation of Tenant's pro rata share of taxes and  assessments for
any particular year.

         Upon Tenant's  written request  therefor,  Landlord will provide Tenant
with copies of applicable tax bills for the immediately  preceding tax period or
other  information  upon  which  Landlord  has  relied  for  its  determinations
hereunder.

         For the  purpose  of this  Article,  the term  "larger  parcel" is such
portion of the Shopping  Center  containing the Premises and other realty and/or
improvements  for which taxes and  assessments  are levied,  but  excluding  any
portion whose taxes are included in the Common Area  Expenses.  In the event the
Premises and the realty underlying the Premises are not separately  assessed for
computation of taxes and  assessments  or are separately  assessed and billed as
part of a larger  parcel then,  in either event,  taxes and  assessments  on the
Premises and the realty  underlying the Premises shall be that proportion of the
taxes and assessments on such larger parcel which the Floor Area of the Premises
bears  to the  Floor  Area of all the  areas  available  for  exclusive  use and
occupancy by tenants of such larger parcel, whether or not actually occupied and
open for  business,  provided  that an  equitable  adjustment  shall be made for
buildings  which are partially  completed on the date such taxes and assessments
are levied.

         In the  event  the  cost to  Landlord  of the  insurance  covering  the
Premises is not separately  charged to Landlord,  Tenant's share of insurance as
set  forth  herein  shall be the  proportion  of the  total  insurance  expenses
(excluding any insurance  which is included in Common Area  Expenses)  which the
Floor Area of the  Premises  bears to the Floor Area of all the areas  available
for exclusive use and  occupancy by tenants of the Shopping  Center,  whether or
not actually  occupied and open for  business,  exclusive of Floor Area which is
separately insured.

         Tenant shall pay before  delinquency all taxes (including sales and use
taxes),  assessments,  license  fees,  and public  charges  levied,  assessed or
imposed  upon  its  business   operation  as  well  as  upon  its   merchandise,
Improvements,  and  Personal  Property.  In the  event  such  items of  Tenant's
property are assessed with property of Landlord,  Landlord  shall  allocate such
assessment,  on the basis of assessed value or such other reasonable allocation,
between Landlord and Tenant so that Tenant shall pay only its equitable portion.

     6.1  Utilities.  The Utilities  that Landlord  shall make  available to the
Premises are as set forth in Landlord's Work.  Landlord shall have no obligation
whatsoever to make any other Utilities available for the benefit of Tenant.

     6.2 Utilities  Charge.  Tenant shall pay the Utilities Charge in accordance
with Section 4.4.

     6.3  Calculation  of Utilities  Charge.  The  "Utilities  Charge"  shall be
Tenant's payment of any and all Utilities  furnished by Landlord to the Premises
or otherwise  for the benefit of Tenant,  with the  exception of the cost of any
Utilities that are included in Common Area Expenses. Tenant shall install at its
sole  expense  any  separate  meter  required  by  Landlord  or  Tenant  for any
Utilities.  If any Utilities are not separately  metered to the Premises and are
instead provided in common with others, then Landlord shall reasonably determine
Tenant's  share of the  Utilities  so  provided  (not to exceed the rates of the
local utility company if such service had been provided directly to Tenant), and
such  determination  shall be used in the  calculation of the Utilities  Charge;
provided,  however,  that  Tenant  shall be  permitted  to install a submeter to
monitor Tenant's usage.  Tenant shall use the Utilities  provided by Landlord to
the Premises  throughout the Lease Term,  and shall not contract  separately for
the same without the prior written  consent of Landlord which Landlord may grant
or withhold in its sole and  absolute  discretion.  It is  expressly  agreed and
understood  that water and waste water  utilities  shall be  obtained  through a
private  utility  provider.  If Landlord does not provide all of the  Utilities,
Tenant agrees, at its own expense, to pay to the appropriate utility company the
cost of any such Utilities.

     6.4 Air Conditioning. Landlord shall provide the Air Conditioning System in
accordance with Exhibit C, Description of Landlord's Work.

     6.5 Air  Conditioning  Charge.  Since  the  Air  Conditioning  System  is a
centralized  system serving the Premises on a nonexclusive  basis,  Tenant shall
pay the Air  Conditioning  Charge as  provided  in Section  4.4.  If at any time
during the Lease Term, an Air Conditioning  System which exclusively  serves the
Premises is installed,  Tenant shall have no separate Air  Conditioning  Charge,
but Tenant shall pay all costs of Utilities used to operate the Air Conditioning
System as part of the Utilities Charge.

     6.6 Calculation of Air Conditioning  Charge. The "Air Conditioning  Charge"
shall be Tenant's share of the total expense  associated  with the operation and
maintenance of the Air Conditioning  System  (including  Amortization of Capital
Items) for any given  calendar year and the  Administrative  Fee with respect to
all such expenses.  Initially,  such share shall be equal to the proportion that
Tenant's  Engineered  Value bears to the total of the  Engineered  Values of all
tenants utilizing the Air Conditioning  System during each calendar month of the
calendar year and averaged for that calendar year. Within thirty (30) days after
Tenant  opens the  Premises  for  business,  Tenant  shall  submit to Landlord a
certified air balance  report  stating the amount of CFM actually  being used by
Tenant in the  Premises.  If Tenant fails to submit such  certified  air balance
report to Landlord within said thirty (30) day period,  Landlord may obtain such
a certified air balance report at Tenant's expense,  which air balance report as
completed by Landlord shall be binding and conclusive.  If the Air  Conditioning
System  supplies  chilled  water or other  fluid  refrigerant  to the  Premises,
Landlord  shall measure the GPM actually being used by Tenant in the Premises on
the basis of the air balance  report.  Either  party may,  at any time,  install
meters to verify  the  amount of  CFM/GPM  used by  Tenant.  After  receipt  and
verification  of the air balance  report and/or the metered CFM or GPM readings,
Landlord shall use such actual CFM or GPM in the foregoing  formula,  in lieu of
Tenant's Engineered Value.

     6.7  Tenant's  Engineered  Value.  Tenant  shall  not at any time  cause an
increase in the Engineered Value without the prior written approval of Landlord.
Upon   Landlord's   request,   Tenant  shall  submit  to  Landlord  the  current
calculations requested under Exhibit F.


     7.1 Tenant's  License to Use.  Landlord grants to Tenant and its employees,
agents,  customers,  and invitees a non-exclusive license to use the Common Area
during the Lease Term,  subject to the rights of Landlord,  the other tenants of
Landlord,  Ground  Lessor,  the  parties  to the REA,  the  other  owners of the
Shopping Center and such parties' employees,  agents, customers, and invitees to
use the same in common with Tenant.

     7.2  Operation  and  Maintenance  of Common Area.  Landlord  shall keep the
Common Area in a neat, clean, and orderly condition,  and shall repair, maintain
or  replace  all  equipment  and  facilities  thereof  as  Landlord  shall  deem
necessary.  Landlord may cause any or all of the services  concerning the Common
Area to be provided by an independent  contractor(s)  or by an  affiliate(s)  of
Landlord.  If Landlord does not maintain all of the Common Areas of the Shopping
Center  because  one or more of the  Major  Tenants  or the  parties  to the REA
maintains  a  portion  thereof,  then,  for so long as  such  condition  exists,
Landlord's  responsibility  hereunder shall extend to only those portions of the
Common Area not maintained by Major Tenants or parties to the REA and the Common
Area  expenses  described  in this  Article  shall  refer  only to the  portions
maintained by Landlord.

     7.3 Common Area Expenses.

     (a)  In  General.  "Common  Area  Expenses"  shall  mean  all  expenses  in
connection  with the use,  ownership  (i.e.,  property  taxes),  operation,  and
maintenance  of the Common  Area,  including  without  limitation,  all  general
maintenance  and repairs  deemed  necessary by Landlord or as may be required by
Governmental  Authority;  work performed by Landlord in accordance  with Section
12.2;  resurfacing,  restriping,  and  repair of all  parking  areas;  painting;
cleaning; trash removal; snow and ice removal; sweeping and janitorial services;
seasonal decor; signs; fire protection systems; the cost of Utilities including,
without limitation,  costs or fees paid to a private utility provider; personnel
to  implement  any  of the  foregoing  services  including,  if  Landlord  deems
necessary,  the cost of  security  officers  and  security  systems;  all taxes,
similar assessments, and special assessments levied for any reason on the Common
Area  and the  realty  underlying  the  Common  Area  and all  reasonable  costs
associated with challenging such taxes and  assessments;  all personal  property
taxes levied for any reason on any  personalty  of the Common Area;  the cost to
Landlord of the insurance  covering the Shopping  Center;  the  Amortization  of
Capital Items; all on-site costs and personnel  expenses of Landlord incurred in
managing  the  Shopping  Center;  all  maintenance,  repair  and/or  operational
expenses reimbursable by Landlord to Ground Lessor and/or the parties to the REA
for areas that are utilized in common by Landlord and Ground  Lessor  and/or the
parties to the REA; maintenance and/or repair of privately owned roads providing
access to and located adjacent to the Shopping Center; all costs associated with
shuttle or other  transportation  services designed to transport Shopping Center
customers  and/or   employees  to  and  from  the  Shopping   Center;   and  the
Administrative Fee with respect to all such expenses. Common Area Expenses shall
be reduced  (prior to the  calculation of Tenant's  share) by the  contributions
required  to be made by the Major  Tenants  thereto,  and shall not  include any
costs in  connection  with the original  construction  and  installation  of the
Common Area.  Further,  Interior  Mall Expenses  shall be reduced  (prior to the
calculation of Tenant's share) by the Licensees Contribution.  There shall be no
duplication  to  Tenant  of the costs for  insurance  and taxes as  provided  in
Article 5 and this Section.

         Notwithstanding  anything  to the  contrary  contained  in this  Lease,
Tenant  shall not be  required to pay its share of any costs which (i) have been
reimbursed to Landlord from  insurance  proceeds or warranties or eminent domain
award  (and to the  extent  Tenant  does  pay  for  any  such  costs  which  are
subsequently reimbursed to Landlord, Tenant shall be entitled to a refund), (ii)
are incurred in  connection  with the  expansion or  renovation  of the Shopping
Center except to the extent such expenses are deferred  maintenance  expenses or
otherwise  appropriate   operation  and/or  maintenance   expenses;   (iii)  are
associated  with the  removal  and/or  abatement  of  Hazardous  Materials  from
portions of the Shopping Center other than the Premises; or (iv) are incurred by
Landlord  pursuant to Section 8.5 of this Lease.  Further,  Tenant  shall not be
required to pay both depreciation and the replacement cost for the same item.

         In no event shall  Tenant's  share of expenses in any calendar  year in
connection  with any work  associated  with an Insured  Casualty or an Uninsured
Casualty exceed an amount equal to fifteen percent (15%) of Tenant's total share
of Common Area  Expenses for such year;  provided,  however,  that  commercially
reasonable deductibles,  co-insurance,  and/or self-insurance funds shall not be
subject to the foregoing  limitation  so long as the  potential  exposure to the
Landlord as a result of such  deductibles,  co-insurance,  and/or self insurance
does not  exceed an amount  equal to 25% of the  total  replacement  cost of the
Shopping Center).

     (b) Calculation.  Tenant shall pay its share of Common Area Expenses in the
manner provided in Section 4.4.  Tenant's share of Common Area Expenses shall be
calculated as follows:

                  (i)  Tenant's  share of Common Area  Expenses for the previous
calendar  year  shall be the  proportion  of all  such  expenses,  exclusive  of
Interior  Mall  Expenses  and Food  Court  Expenses,  that the Floor Area of the
Premises  bears to the total Floor Area of all premises in the  Shopping  Center
that are leased and open as of the  commencement  of each  calendar  year or, at
Landlord's sole and absolute discretion,  each calendar quarter and averaged for
that calendar  year,  exclusive of the Major  Tenants' Floor Area and Licensees'
Floor Area;  (provided,  however,  that during the Lease Term,  in no event will
Tenant's  share of such Common Area  Expenses be calculated on the basis of less
than eighty  percent (80%)  occupancy of the Floor Area of the Shopping  Center,
exclusive of the Major Tenants' Floor Area and Licensees' Floor Area);

                  (ii) If the  storefront  of the  Premises  is  located  on the
Interior  Mall,  Tenant's  share of  Interior  Mall  Expenses  for the  previous
calendar  year shall be the  proportion  of all Interior  Mall Expenses that the
Floor  Area of the  Premises  bears to the  Floor  Area of all  premises  having
storefronts on the Interior Mall that are leased and open as of the commencement
of each  calendar  year or, at  Landlord's  sole and absolute  discretion,  each
calendar  quarter and averaged for that  calendar  year,  exclusive of the Major
Tenants' Floor Area and Licensees'  Floor Area (provided,  however,  that during
the Lease Term, in no event will  Tenant's  share of such Interior Mall Expenses
be  calculated on the basis of less than eighty  percent (80%)  occupancy of the
Floor Area of premises  having store fronts on the Interior  Mall,  exclusive of
the Major Tenants' Floor Area and Licensees' Floor Area); and

                  (iii) If the Premises is located  within the Food Court of the
Shopping Center and the use of the Premises involves the sale of food,  Tenant's
share  of Food  Court  Expenses  for the  previous  calendar  year  shall be the
proportion of all Food Court  Expenses that the Floor Area of the Premises bears
to the Floor Area of all food use tenants  within the Food Court that are leased
and open as of the commencement of each calendar year or, at Landlord's sole and
absolute discretion, each calendar quarter and averaged for that calendar year.

     7.4 Extended Hours  Services.  If Tenant desires to operate its business in
the Premises beyond the normal Shopping Center hours of operation,  Tenant shall
request  Landlord's  permission  to do so,  which  request  shall be  subject to
Landlord's approval,  and thereafter shall notify Landlord of any changes in the
times or dates of the extended  hours of operation.  Landlord will provide those
extended  hours  services  that it deems  necessary  and Tenant shall  reimburse
Landlord  for  Tenant's  equitable  share of the  increased  costs  incurred  by
Landlord  for  such  extended  hours  services,   including  without  limitation
lighting, security, Utilities, and Landlord's Administrative Fee with respect to
all such expenses.  Tenant shall pay such increased  costs as part of Additional
Rent in accordance with Section 4.4.

     7.5 Control of Common Area.  Landlord  shall at all times have the right to
determine the nature and extent of the Common Area, whether the same be surface,
underground  or  multiple-deck,  and to make such  changes  thereto  as it shall
elect,  including  without  limitation the location and relocation of driveways,
entrances,  exits,  and  automobile  parking  spaces,  the direction and flow of
traffic, and the installation of prohibited areas,  landscaped areas and Utility
Installations.  Landlord shall at all times have the sole and exclusive  control
of the Common  Area,  including,  without  limitation,  the right to lease space
within the Common Area to tenants for the sale of  merchandise  and/or  services
and  the  right  to  permit  advertising  displays,   educational  displays  and
entertainment in the Common Area,  including kiosks,  carts, and other temporary
or permanent stands.  Landlord's  control and operation of the Common Area shall
at all times be  subject  to  Landlord's  obligation  to  comply  with all Legal
Requirements.  Landlord  shall  also have the right at any time and from time to
time to exclude and  restrain any person from the use or occupancy of the Common
Area.  It shall be the duty of  Tenant to keep all of the  Common  Area free and
clear of any  obstructions  created or  permitted  by Tenant or  resulting  from
Tenant's  operation.   However,  no  permanent  facility  which  materially  and
adversely  affects the access to or visibility of the Premises  shall be located
within ten feet (10')  directly in front of  Tenant's  Premises as limited by an
imaginary  ten foot (10')  extension of Tenant's  Interior  Demising  Partitions
without Tenant's prior consent.

     Tenant  acknowledges  and agrees  that the  Landlord  intends to design the
Common Area and specifically, the Interior Mall area, in such a manner that will
result in a wide variety of both  permanent and temporary  facilities and design
elements  (collectively  referred to herein as "facilities")  located throughout
the Common Area.  Tenant further  acknowledges and agrees that the Landlord will
not be restricted in any manner by this Lease in the placement  and/or design of
any such  facilities.  However,  no  permanent  facility  which  materially  and
adversely  affects the access to or visibility of the Premises  shall be located
within ten feet (10')  directly in front of  Tenant's  Premises as limited by an
imaginary  ten foot (10')  extension of Tenant's  Interior  Demising  Partitions
without Tenant's prior consent.

     7.6  Security  Officers.  Tenant  acknowledges  that if  Landlord  provides
security officers for the Common Area, Landlord does not represent, guarantee or
assume  responsibility  that Tenant  will be secure from any Claims  relating to
such security officers.  Landlord shall have no obligation to hire,  maintain or
provide  such  services,  which may be  withdrawn or changed at any time with or
without notice to Tenant or any other person and without liability to Landlord.

     7.7 Rules and  Regulations.  In  addition to any rules and  regulations  of
record  governing  the  Shopping  Center,  Tenant  shall  abide by the rules and
regulations  set forth in Exhibit D. Landlord  shall have the right to establish
additional  reasonable  and  equitable  rules  and  regulations,  and  to  adopt
reasonable and equitable amendments to the same from time to time for the proper
and efficient  operation  and/or  maintenance  of the Common Area or any portion
thereof, as Landlord determines in its discretion.

     7.8  Validated   Parking.   Landlord  shall  have  the  right  to  adopt  a
nondiscriminatory,  uniform  policy,  charge  and/or  validation  system for the
parking facilities in the Common Area.


     8.1 Marketing.  Tenant shall, at Landlord's option, either participate in a
marketing  fund  ("Marketing  Fund") or a  merchants'  association  ("Merchants'
Association")  which shall be organized  to market the Shopping  Center (and may
include,  without limitation,  joint marketing with the Casino).  Landlord shall
control and administer the Marketing Fund, if  established,  with advice from an
advisory group comprised of  representatives of various Shopping Center tenants.
The activities of the Marketing Fund or the Merchants' Association,  as the case
may be,  shall be financed by an annual  budget based on an  appropriate  fiscal
year. The annual budget shall be the sum of the annual marketing  assessments of
all  tenants at the  Shopping  Center  plus the  contributions  of  Landlord  as
provided in this Article.

     8.2  Tenant's  Marketing   Assessment.   Tenant  shall  pay  the  Marketing
Assessment to Landlord if Landlord has  established  the  Marketing  Fund, or as
dues to the Merchants' Association if Landlord has not established the Marketing
Fund. Tenant shall pay the Marketing  Assessment in equal monthly  installments,
payable in advance  commencing on the Rent  Commencement  Date and thereafter on
the first day of each calendar month of each year. Tenant's Marketing Assessment
shall be  increased  annually by an amount  equal to five  percent (5%) over the
Marketing Assessment for the previous year.

     8.3 Landlord's  Contribution.  Landlord shall contribute on a noncumulative
basis an amount  equal to  twelve  and  one-half  percent  (12.5%)  of the total
contributions  by all  tenants of the  Shopping  Center to the  Marketing  Fund;
provided,  however,  in no event shall  Landlord be required to contribute  more
than Twenty-Five  Thousand  Dollars  ($25,000) in any fiscal year. At Landlord's
option,  Landlord  may  elect to  contribute  part or all of the  marketing  and
graphic  arts  services  required  by  the  Marketing  Fund  or  the  Merchants'
Association in lieu of making its  contribution in cash. In any event,  Landlord
shall  maintain the sole and  absolute  authority  to employ and  discharge  any
member of its marketing and graphic arts staffs providing said services.

     8.4 Initial Assessment. Tenant shall pay the Initial Assessment to Landlord
on or before the Rent Commencement Date. The Initial Assessment shall be used by
Landlord for promoting the initial  opening of the Shopping  Center and shall be
payable by Tenant whether or not Tenant  participates in or is open for business
at the initial opening of the Shopping Center.

     8.5 Daily Sales. Landlord may, in its sole and absolute discretion, provide
a program for the purpose of collecting  daily sales  information  directly from
the Tenant via  Tenant's  designated  representative  at the Premises and Tenant
agrees to participate  in any such program.  The daily sales  information  would
include gross daily receipts collected at the Premises.  The program shall be in
the form of automated, computerized telecommunication. The costs and expenses in
connection  with the  operation  of the program  would be paid for either by the
Landlord or by proceeds from the Marketing Fund. The  information  collected may
be utilized by Landlord for the purpose of evaluating  and  responding to market
trends and determining merchandising category rankings.


     9.1 Permitted  Use.  Tenant shall operate the Premises only under  Tenant's
Trade Name and shall only use the  Premises  for the  Permitted  Use, and for no
other use or purpose.  Landlord shall not unreasonably withhold its consent to a
change  in  Tenant's  Trade  Name  in  connection  with  an  approved  Occupancy
Transaction. Tenant shall at all times operate a Manufacturer's Outlet store and
shall display two (2) prices (i.e., the actual,  full retail price [exclusive of
sales prices] thereof as offered in Tenan s (or Tenant's affiliates') full price
retail stores and the  discounted  retail price) on all  merchandise ; provided,
however, that the foregoing requirement to display two prices shall be waived so
long as Tenant does not adhere to such practice in all of the stores operated by
Tenant.  Further, in the event the Permitted Use permits the sale of merchandise
that is not  manufactured  by  Tenant,  Tenant  must  either  purchase  any such
merchandise   directly  from  the   manufacturer,   a  manufacturer   authorized
distributor  or a  manufacturer  authorized  wholesaler,  or obtain the  express
written authority,  license, and/or other approval to sell such merchandise from
the  manufacturer  provided  Tenant's failure to comply with this sentence shall
not be deemed a violation of the Lease unless the  manufacturer,  another tenant
which sells such  merchandise in the Shopping  Center,  or any other  interested
party objects or Tenant's failure to comply breaches any covenant of Landlord or
Tenant respecting use or exclusivity in any other lease, financing agreement, or
other agreement relating to the Shopping Center.

     9.2 Duties and  Prohibited  Conduct.  Tenant shall at all times comply with
all  Legal  Requirements.  At  Tenant's  sole  expense,  Tenant  shall  procure,
maintain,  and make available for Landlord's inspection any governmental license
or permit  required  for the  proper and lawful  conduct of  Tenant's  business.
Tenant shall not use the Premises,  or permit or fail to prevent the Premises to
be  used,  (a)  for  any  purpose  or in any  manner  that  violates  any  Legal
Requirement  and/or the  requirements  of the insurance  underwriter(s)  for the
Shopping  Center,  (b) for the sale or display of pornography,  nudity,  graphic
violence, drug paraphernalia, or any goods and/or services that, in the sole and
absolute discretion of Landlord,  are inconsistent with the image of a community
or family-oriented  shopping center, (c) as a massage parlor, adult bookstore or
second-hand  store,  (d) to conduct an auction,  distress,  fire,  bankruptcy or
going-out-of  business  sale or  similar  sales,  (e) to sell  merchandise  from
vending machines  (except vending  machines  installed and made available solely
for use by  Tenant's  employees),  (f) to operate  any  video,  pinball or other
gaming machines,  although Tenant shall be allowed to display and demonstrate to
customers  and/or allow customers to operate items which Tenant has for sale, or
conduct any Gaming Activities  unless expressly  permitted by this Lease, or (g)
to keep live  animals of any kind  unless  otherwise  permitted  by this  Lease.
Tenant  shall not place,  affix or  maintain  any signs,  advertising  placards,
names, insignia,  trademarks,  descriptive material or any other similar item or
items  outside,  on or within  twenty-four  inches (24") of the Lease Line,  the
storefront,  the glass panes and  supports of the show  windows,  or any window,
door,  roof or the  exterior  side of any  Perimeter  Demising  Partition of the
Premises,  except such signs as Landlord  shall approve in writing in accordance
with  Exhibit C.  Tenant  shall use the sales Floor Area within six feet (6') of
the storefront Lease Line, if at all, for the promotional display of merchandise
only; stacking or stocking merchandise within said area or in the window area is
expressly prohibited. Tenant shall not cause or permit any waste to occur in the
Premises  and shall not  overload  the  floor,  or any  mechanical,  electrical,
plumbing  or  Utility  systems  serving  the  Premises.  Tenant  shall  keep the
Premises, and every part thereof, in a clean and wholesome condition,  free from
any objectionable  noises, loud music, odors or nuisances.  If the Permitted Use
includes  the sale of  and/or  preparation  of food,  Tenant  shall at all times
maintain  a health  department  rating  of "A" (or  such  other  highest  health
department or similar rating as is available).

     9.3 Hazardous Materials.

     (a) In  General.  Tenant  shall not use,  generate,  manufacture,  produce,
store,  transport,  treat,  dispose or permit the escape or release  on,  under,
about or from the Premises, or any part thereof, of any Hazardous Materials.  If
Tenant's  Permitted  Use  requires  the  use  and/or  storage  of any  Hazardous
Materials on, under or about the Premises,  Tenant shall provide  written notice
to Landlord,  prior to final  execution  of this Lease,  of the identity of such
materials and Tenant's proposed plan for the use, storage, and disposal thereof;
such use,  storage,  and disposal  shall be subject to Landlord's  approval,  in
Landlord's sole and absolute discretion. If Landlord approves such proposed use,
storage, and disposal of specific Hazardous Materials,  Tenant may use and store
upon the Premises  only such  specifically  approved  materials and shall comply
with any  conditions  to such  approval as  Landlord  may impose in its sole and
absolute  discretion.  Landlord's  permission  hereunder  may  be  withdrawn  or
modified at any time in Landlord's  sole and absolute  discretion.  Tenant shall
fully and promptly comply with all Hazardous  Materials Laws at all times during
the Lease Term, and at the expiration or earlier  termination of the Lease Term,
Tenant  shall  remove  and  dispose of all  Hazardous  Materials  affecting  the
Premises and the Shopping Center resulting from the use or occupancy  thereof by
Tenant or its agents, employees, suppliers, contractors, subtenants, successors,
and assigns  regardless  of whether  such  removal is required by any  Hazardous
Materials  Law.  Notwithstanding  the foregoing,  Landlord  consents to Tenant's
above-ground  use, storage,  and off-site disposal of products  containing small
quantities of Hazardous Materials, which products are of a type customarily used
in operations  specifically  mentioned as a Permitted Use,  provided that Tenant
shall handle,  use, store, and dispose of such Hazardous Materials in a safe and
lawful  manner  and shall not  allow  Hazardous  Materials  to  contaminate  the
Premises or the Shopping Center.

     (b) Indemnity.  Tenant shall indemnify,  protect, defend, and hold Landlord
(and its  partners,  joint  venturers,  shareholders,  affiliates,  and property
managers, and their respective officers,  directors,  employees, and agents) and
Landlord's  Mortgagee  (including,  without limitation,  Ground Lessor) harmless
from and  against  any and all Claims  arising out of, in  connection  with,  or
directly  or  indirectly  arising  out  of  the  use,  generation,  manufacture,
production, storage, treatment, release, disposal or transportation of Hazardous
Materials by Tenant, or any successor, assignee or sublessee of Tenant, or their
respective agents,  contractors,  employees,  licensees, or invitees, on, under,
about or from the Premises or the Shopping  Center,  including,  but not limited
to, all foreseeable and unforeseeable costs,  expenses,  and liabilities related
to  any   testing,   repair,   cleanup,   removal   costs,   detoxification   or
decontamination and the preparation and implementation of any closure,  remedial
action,  site assessment  costs or other required plans in connection  therewith
deemed  required,  necessary  or  advisable  by  Landlord  or  any  Governmental
Authority,  and any  foreseeable or  unforeseeable  consequential  damages.  Any
defense of Landlord  pursuant  to the  foregoing  indemnity  shall be by counsel
reasonably  acceptable to Landlord.  Neither the consent by Landlord to the use,
generation, storage, release, disposal or transportation of Hazardous Materials,
nor Tenant's strict  compliance with all Hazardous  Materials Laws, shall excuse
Tenant  from  Tenant's  indemnification  obligations  hereunder.  The  foregoing
indemnity   shall  be  in  addition  to  and  not  a  limitation  of  the  other
indemnification  provisions of this Lease.  Tenant's obligations hereunder shall
survive the termination or expiration of this Lease.

     (c) Reporting.  Tenant shall notify Landlord in writing, promptly after any
of the following:  (i) Tenant has knowledge, or has reasonable cause to believe,
that any Hazardous Materials have been released, discharged or located on, under
or about the Premises or, to the extent caused by Tenant,  the Shopping  Center,
whether or not the same is in quantities that would otherwise be reportable to a
public agency, (ii) Tenant receives any warning, notice of inspection, notice of
violation or alleged  violation,  or Tenant  receives notice or knowledge of any
proceeding,  investigation,  order or  enforcement  action,  under any Hazardous
Materials Law  concerning  the Premises or, to the extent caused by Tenant,  the
Shopping Center,  or (iii) Tenant becomes aware of any Claims made or threatened
by any third party  concerning  the Premises or, to the extent caused by Tenant,
the Shopping Center respecting Hazardous Materials.

     (d)  Confirmation  of Tenant's  Knowledge.  Upon request  from  Landlord or
Landlord's  Mortgagee at any time, Tenant shall promptly execute all affidavits,
representations,  and any other  similar  documents  as Landlord  or  Landlord's
Mortgagee may request  concerning  Tenant's best knowledge and belief  regarding
the  presence  or  absence,  or  the  use,  generation,   storage,  disposal  or
transportation of Hazardous Materials,  under, about or from the Premises or, to
the extent caused by Tenant, the Shopping Center.

     (e) Asbestos.  If any asbestos  containing  materials exist in the Premises
that were  introduced  into the  Premises  by Tenant,  its  affiliates,  agents,
contractors,  employees, assignors,  predecessors,  successors or Transferees at
any time,  Tenant shall remove all such asbestos  containing  materials prior to
(i) the  expiration  or earlier  termination  of this Lease  and/or  (ii) making
Improvements  to the Premises and, in either  event,  regardless of whether such
removal is required by any Hazardous Materials Law.

     (f)  Landlord's  Right to  Terminate.  If the  Premises  or any part of the
Shopping Center becomes or is discovered to be  contaminated  with any Hazardous
Materials,  and if any  handling  of any  nature  is  undertaken  in  connection
therewith  (either at Landlord's own initiative or pursuant to the  requirements
of any Government Authority),  and if Tenant is not responsible for any handling
or indemnification in connection  therewith under this Lease or otherwise,  then
Landlord  shall have the right to  terminate  this Lease upon  thirty (30) days'
notice to Tenant in the event the estimated cost of any such handling exceeds an
amount equal Two Hundred Fifty Thousand Dollars  ($250,000) and such cost is not
covered by insurance,  provided,  however,  that Landlord's notice shall include
the  estimated  cost of such  handling.  Tenant shall have the option to pay the
cost of such handling in excess of $250,000  which option must be exercised,  if
at all, within twenty (20) days following  Tenant's  receipt of Landlor s notice
by written notice to Landlord and by depositing an amount equal to the estimated
cost of such  handling in excess of $250,000 in a third party escrow  account in
which event Landlord's notice to terminate will be null and void provided Tenant
pays for the entire cost of such  handling in excess of $250,000 in a timely and
reasonable  manner.  In no event  shall  Landlord  terminate  this Lease  unless
Landlord  terminates the leases of all other tenants similarly  affected by such
circumstances.

     (g) Initial  Inspection.  Tenant may, within fifteen (15) days after Tenant
takes possession of the Premises with Landlord's consent, provided this Lease is
fully executed and Tenant has not commenced any work in the Premises, perform an
inspection of the Premises by a recognized,  certified environmental  consultant
for the purpose of  determining  whether any  Hazardous  Materials  exist in the
Premises.

     In the event such inspection  determines that Hazardous  Materials do exist
and further that they require  specific  handling in accordance  with applicable
Hazardous  Materials Laws and provided said Hazardous  Materials are not present
by reason of  Tenant's  Work (as  defined in Exhibit C and to the extent made or
caused to be made by Tenant or an affiliate  of Tenant),  then Tenant shall have
the right to, within ten (10) days of such determination, notify Landlord of the
results  of the  inspection,  in which  event  Landlord,  at its  sole  cost and
expense,  shall perform the necessary  reasonable steps to handle such Hazardous
Materials  (hereinafter  referred to as "Remedial  Work").  Notwithstanding  the
foregoing to the contrary, if Landlord determines that the cost of such Remedial
Work, in Landlord's reasonable opinion, is excessive, or that such Remedial Work
would unreasonably  interfere with the operation of the Shopping Center or other
businesses in the Shopping  Center,  Landlord may  terminate  this Lease and all
liability hereunder shall cease.

     In the event any such  Remedial  Work delays the  commencement  of Tenant's
work in the Premises, the date certain referred to in Section 1.8, in connection
with the  definition  of the Rent  Commencement  Date  shall be  delayed  by the
corresponding  number  of days  that it takes to  complete  the  Remedial  Work,
calculated from the date Landlord receives Tenant's notice of the results of the
inspection and continuing until the Remedial Work is completed. Tenant shall not
be  entitled  to any  further  compensation  or damages  from  Landlord  arising
directly or indirectly  from the Remedial Work including but not limited to loss
of use of the  whole or any part of the  Premises,  the  building  of which  the
Premises  are a  part,  Tenant's  Personal  Property,  or any  inconvenience  or
annoyance reasonably  occasioned by the existence of Hazardous Materials and the
subsequent Remedial Work.

         In no event does  Tenant's  right to inspect  extend beyond the fifteen
(15) day period set forth  above and,  in the event  Tenant  waives its right to
inspection of the Premises, the right to inspect shall be of no force or effect;
upon the  expiration of said fifteen (15) day period or upon Tenant's  waiver of
its right to inspection, the handling or removal of Hazardous Materials shall be
governed in accordance with the provisions of Article 12 of this Lease.

     9.4 Gaming Provisions.

     (a) Acknowledgment  Regarding Gaming. Tenant hereby expressly  acknowledges
and agrees that the Shopping Center may include Gaming  Activities in the Common
Area and/or certain tenant  premises and that the Shopping Center is a part of a
complex that includes Gaming Activities.

     (b) Exclusive  Gaming  Rights.  Tenant hereby  expressly  acknowledges  and
agrees that Ground Lessor  and/or its gaming  nominee has the sole and exclusive
right  pursuant  to  the  Ground  Lease  to  conduct  Gaming  Activities  within
designated  portions of the Common Area and/or to contract  with  tenants of the
Shopping  Center for the placement of gaming  devices  within any tenant's space
provided that the lease for such space permits the same.

     (c) Tenant's Obligations. Tenant hereby represents and covenants that in no
event  shall the use and/or  occupancy  of the  Premises  by, or any  activities
and/or  relationships  of,  Tenant  or its  assignees  or  subtenants  or  their
respective agents, employees,  contractors,  or licensees result in a Denial (as
defined herein) or otherwise jeopardize any license for Gaming Activities in the
Shopping  Center  and/or the  Casino.  A "Denial"  shall  exist if Tenant or any
Associated Person (as defined herein) is denied a license or is found unsuitable
as a licensee by any Gaming  Authority,  or Tenant or any  Associated  Person is
required  by any Gaming  Authority  to apply for a gaming  license  and does not
apply within any required time limit, as the same may be extended by such Gaming
Authority, or withdraws any application before the Gaming Authority for a gaming
license other than upon a determination by the applicable  Gaming Authority that
such license is not required.  An "Associated  Person" is any person (i) that is
directly or indirectly owned by Tenant, (ii) is an officer, director or agent of
Tenant or of a partner in  Tenant,  or (iii) has the legal  power to  exercise a
significant influence over Tenant or a partner in Tenant.

     Tenant agrees to provide any documentation  and/or other evidence requested
by Landlord as may be appropriate in order for Landlord to determine  whether or
not Tenant is in  compliance  with this  Section  9.4(c).  A  violation  of this
Section  9.4(c) shall be a  non-curable  default  pursuant to the  provisions of
Section 16.1(d) of this Lease.

     9.5 Compliance with Exclusive License  Agreements.  Tenant hereby expressly
acknowledges  and agrees that  Landlord  intends to enter into  various  license
agreements or other similar  agreements in connection  with the Shopping  Center
whereby  Landlord will grant exclusive  licenses to third parties for the use of
certain products or brand names that will be required to be sold in the Shopping
Center (by way of example,  but not by way of limitation,  a license may require
that specific brand name soda beverages will be the exclusive soda beverages for
the Shopping  Center).  Tenant further  expressly agrees and  acknowledges  that
Tenant's  use of the  Premises  shall  at  all  times  be  subject  to any  such
licenses/agreements  regardless of whether or not such  licenses/agreements were
entered into as of the Effective Date; provided,  however, in no event shall any
such licenses/agreements  limit the merchandise that Tenant is permitted to sell
as  provided  in Section  1.13.  To the  extent  Landlord  enters  into any such
licenses/agreements,  Landlord  will  provide  at least  thirty  (30) days prior
written  notice to the Tenant in the event  Tenant's use of the Premises will be
affected by such licenses/agreements.

     9.6 Competing  Tenant. In the event that at any time during the Lease Term,
(i)  Landlord  enters into a lease with a tenant in the  Shopping  Center  whose
primary use is the retail sale of toys (i.e.  more than fifty  percent  [50%] of
the sales Floor Area of the  premises,  including  aisle space,  is used for the
display of toys) (hereinafter  "Competing Tenant"), and such Competing Tenant is
open and operating in the Shopping  Center;  and (ii)  Tenant's  Gross Sales (as
defined in Exhibit B) decrease  during the Competing  Period (defined as the six
[6] consecutive full calendar month period immediately  following the opening of
the Competing Tenant) over the Reference Period (defined as the same consecutive
full calendar six [6] month period in the year preceding said Competing  Period)
(by way of  example,  if a Competing  Tenant  opened in the  Shopping  Center on
December 1, 1998, then the Competing  Period would be December 1, 1998,  through
May 30, 1999, and the Reference Period would be December 1, 1997 through May 30,
1998),  based on certified  statements of Gross Sales provided by Tenant for the
Competing  Period  and the  Reference  Period,  which  Landlord  may  verify the
accuracy  hereof,  then  Tenant  shall  give  Landlord  written  notice  of such
Competing Tenant and Landlord shall have sixty (60) days to remedy the situation
("Cure Period"). In the event Landlord has not remedied the situation within the
Cure Period,  then commencing with the first (1st) full calendar month after the
Competing  Period  and  continuing  until  the  earlier  of (i) such time as the
Competing  Tenant ceases  operating at the Shopping Center or (ii) the remainder
of the  Lease  Term,  Tenant's  Minimum  Annual  Rent  shall be  decreased  by a
percentage  of the  Minimum  Annual  Rent,  as stated in Article 1, equal to the
percentage by which  Tenant's  Gross Sales have  decreased  during the Competing
Period as  compared to the  Reference  Period.  By way of example,  in the event
Tenant's Gross Sales have decreased by thirty percent (30%) during the Competing
Period,  Tenant's  Minimum  Annual Rent shall be reduced by thirty percent (30%)
and Tenant shall pay as Minimum Annual Rent the amount which is seventy  percent
(70%) of the  amount  referenced  in  Article 1 as  Minimum  Annual  Rent.  This
reduction  of  Minimum  Annual  Rent  shall be  deemed to be  Tenant's  sole and
exclusive  remedy,  and said  reduction  shall in no event be deemed to  modify,
reduce, or abate Tenant's obligation to pay all other Additional Rent, including
Percentage Rent,  under the Lease. For the purpose of computing  Percentage Rent
due during the period that  Minimum  Annual Rent is reduced,  it shall be deemed
that all reduced Minimum Annual Rent was in fact paid to Landlord.

     In the event the Competing  Tenant ceases operating in the Shopping Center,
or ceases to fit the description provided herein, or in the event Tenant's Gross
Sales  during any  consecutive  six (6) month  period  increase  to at least one
hundred  twenty  percent (120%) of the amount of Tenant's Gross Sales during the
Reference Period,  then Minimum Annual Rent shall revert to the amount specified
in Article 1.

     It is agreed and understood  that the following  shall be excluded from the
definition  of a Competing  Tenant:  Major  Tenants and tenants  whose  premises
contain less than 2,000  square feet of Sales Floor Area.  In no event shall the
provisions  of this Section 9.6 be deemed to restrict  Landlord from leasing the
space in the Shopping Center as provided in Section 9.6 to any Competing Tenant.
Nothing  herein  shall be  deemed  to  affect  Tenant's  obligation  to keep its
business in the Premises in continuous  operation (pursuant to the terms of this
Lease) and to pay Additional Rent as set forth in this Lease during any period a
Competing Tenant is operating in the Shopping Center.

     It is further agreed and understood that after two (2) years following this
reduction  in Minimum  Annual Rent,  Landlord  shall have the right to terminate
this Lease upon written notice to Tenant, provided that, within ten (10) days of
its  receipt  of  Landlord's  notice,  Tenant  shall  have the right to  nullify
Landlord's  termination notice by notifying Landlord of its intention to pay the
Minimum  Annual Rent in  accordance  with  Article 1, and Article 4, 4.2 of this
Lease (followed by actual compliance therewith).

         The provisions of this Section 9.6 shall be automatically null and void
if (i) Tenant is in default  under this Lease  (which  default  remains  uncured
beyond the applicable time periods set forth in Article 16, Section 16.2);  (ii)
Tenant  enters  into an  Occupancy  Transaction  pursuant  to Article 15 of this
Lease; or (iii) Tenant's  Premises ceases to be used primarily for the permitted
use which is stated in Article 1, Section 1.13 of this Lease.


                                   ARTICLE 10
                          TENANT'S OPERATING COVENANTS

     10.1 Operating  Covenants.  Tenant shall,  continuously and uninterruptedly
from and after its initial opening for business,  (a) operate and conduct within
the entire  Premises  the  business  that it is permitted to operate and conduct
under the  provisions  hereof,  except while the Premises  are  untenantable  by
reason of fire or other  casualty,  (b) maintain within the Premises an adequate
stock of merchandise together with sufficient personnel and Personal Property to
service and supply the usual and ordinary requirements of its customers, and (c)
keep the Premises in a neat, clean, and orderly condition.

     10.2  Operating  Days and Hours.  It is in the interests of both Tenant and
Landlord to have  regulated  hours of business for all of the  Shopping  Center.
Commencing  with the opening for  business by Tenant in the Premises and for the
remainder of the Lease Term,  Tenant shall be open for business  daily and shall
continuously remain open for business with its window displays,  exterior signs,
and exterior advertising displays adequately illuminated during all hours on all
days on which Landlord, in its sole and absolute discretion,  determines to open
the Shopping Center for business to the public.  If the Shopping Center contains
Common Area which is enclosed  for the purpose of  providing  climatic  control,
Landlord  shall not be obligated  to open the  enclosed  area so that Tenant may
conduct  business  except on those days and hours when  tenants in the  Shopping
Center  occupying at least fifty  percent  (50%) of the Floor Area thereof shall
have given reasonable advance notice to Landlord that they desire to be open for
business during such time.

     Notwithstanding  anything to the contrary  contained  in this Lease,  in no
event  shall  Tenant be required  to open for  business on any day earlier  than
10:00 a.m. or later than 10:00 p.m.,  or on Christmas Day or  Thanksgiving  Day,
unless at least fifty percent  (50%) of the other  Shopping  Center  Tenants are
open during such period(s).

     Tenant shall be permitted to be closed two (2) days per calendar year (on a
non-cumulative basis) for the purpose of taking inventory.  Tenant shall provide
written  notice to the Shopping  Center  General  Manager at least ten (10) days
prior to the date of closing and shall display  appropriate signage advising its
customers  of such  closure.  In no event shall Tenant be permitted to close for
inventory  during the period in any calendar  year  commencing  November 1st and
ending December 31st.


                                   ARTICLE 11
                                  IMPROVEMENTS

     11.1 Initial Construction of the Premises.  Tenant shall submit to Landlord
plans and specifications  for the construction of Tenant's  storefront and store
interior in  accordance  with  Exhibit C and the Tenant  Package.  Tenant  shall
commence and  diligently  proceed with  construction  so as to complete the work
contemplated thereby and open for business in the Premises on or before the Rent
Commencement  Date.  All Personal  Property  must be new when  installed  in, or
attached to, the Premises.

     Notwithstanding  anything to the contrary  contained herein,  Tenant agrees
that this Lease is being entered into on the reliance  that Tenant's  storefront
and store  interior  design shall be acceptable to Landlord,  and Tenant's Plans
shall fully and strictly  comply with the Tenant Package and  Landlord's  design
concept  for  Fashion  Outlet of Las Vegas as well as being of equal or  greater
quality as the design of a first-class toy store operation. If it is determined,
in Landlord's sole judgment,  that Tenant's Plans, the design and quality of all
work and  installations  by Tenant in the Premises are not in  conformance  with
Landlord's  criteria or such other  first-class  toy store  operation,  Landlord
shall have the right to require  Tenant to  conform  at  Tenant's  sole cost and
expense or Landlord may terminate this Lease.

     Tenant  acknowledges  that the  financial  success of the  Shopping  Center
depends,   in  part,   on   Tenant's   opening   the   Premises   for   business
contemporaneously  with the Rent Commencement  Date and that Landlord's  damages
arising from Tenant's failure to do so are extremely difficult and impracticable
to fix.  Therefore,  subject to Section  25.7,  should  Tenant  fail to open the
Premises  for  business  upon the Rent  Commencement  Date,  Tenant shall pay to
Landlord,  upon receipt of invoice,  the sum of Four Hundred  Dollars ($400) per
day for  each day  Tenant  delays  its  opening  after  and  including  the Rent
Commencement  Date, which sum Tenant agrees is fair compensation to Landlord for
said  damages.  Tenant shall not open the  Premises  for  business  prior to the
initial opening of the Shopping Center without the prior consent of Landlord.

     11.2  Improvements.  After the  initial  construction  of the  Premises  by
Tenant,  at Tenant's own expense and in accordance  with Exhibit C, after giving
Landlord  written  notice of its  intentions  to do so, Tenant may, from time to
time,  make such  Improvements  to the Premises as Tenant may find  necessary or
convenient  for its purposes so long as the value of the Premises is not thereby
materially  diminished  and subject to  Landlord's  approval as provided in this
Section.  Tenant  shall  not  make  any of the  following  Improvements  without
Landlord's  prior written  consent in each instance:  Improvements  costing more
than  Ten  Thousand   Dollars   ($10,000)  in  the  aggregate  per   occurrence;
Improvements to the mechanical or electrical  systems,  to the exterior walls or
roof of the Premises,  or to any storefront or area of the Premises within three
feet (3') of the storefront;  the addition of any mezzanine or Improvements that
increase the size of any existing mezzanine; and any penetration into or through
the roof,  ceiling or floor of the Premises.  With the exception of the plans in
connection with the Tenant's  initial  construction and opening of the Premises,
Tenant  shall  reimburse   Landlord  for  all  reasonable   costs  and  expenses
(including,  without  limitation,  any  reasonable  architect or engineer  fees)
incurred  by  Landlord  in  approving  or   disapproving   Tenant's   plans  for
Improvements.   Tenant  shall  certify  to  Landlord  Tenant's  actual  cost  of
constructing its Improvements within thirty (30) days after completing the same.

     11.3 Mechanics' Liens.

     (a)  General.  Tenant  shall  pay or cause to be paid all  costs of  labor,
services,  and  materials  supplied in the  prosecution  of any work done in the
Premises on behalf of Tenant,  and Tenant shall keep the Premises free and clear
of all mechanics'  liens and other liens arising out of any work done for Tenant
or persons  claiming under Tenant.  Tenant shall promptly notify Landlord of any
Claim or lien filed  against  the  Premises  or the  commencement  of any action
affecting the title thereto.

     (b)  Contest  of Lien.  If  Tenant  desires  to  contest  the  claim of any
mechanics'  lien,  Tenant  shall  (i)  either  post a release  bond  issued by a
responsible  corporate  surety as  prescribed  by law, or furnish  Landlord with
adequate security for the amount of the claim plus estimated costs and interest,
and (ii)  promptly  pay or cause  to be paid  any and all  sums  awarded  to the
claimant on its suit.

     (c)  Landlord's  Right to Cure. If Tenant fails to provide  security for or
satisfaction  of any mechanics'  lien,  then Landlord,  in addition to any other
rights or remedies it may have,  may (but shall not be obligated  to)  discharge
said lien by (i)  paying  the  claimant  an  amount  sufficient  to  settle  and
discharge the claim, (ii) posting a release bond, or (iii) taking such action as
Landlord shall deem appropriate,  and Tenant shall pay to Landlord on demand all
costs  incurred by Landlord in settling  and  discharging  such lien  (including
reasonable attorney fees and bond premiums).

     (d)  Notice  of  Non-responsibility.  Landlord,  Ground  Lessor,  or either
party's representatives shall have the right to go upon and inspect the Premises
at all  reasonable  times,  and  shall  have the  right to post and keep  posted
thereon  during the  performance by Tenant of any work described in this Article
11 notices of  non-responsibility  or such other  notices that  Landlord  and/or
Ground  Lessor may deem to be proper for the  protection  of  Landlord's  and/or
Ground Lessor's interest in the Premises.  Tenant shall give Landlord and Ground
Lessor  at least ten (10)  days  advance  written  notice  of its  intention  to
commence any work that might result in a lien described in this Article.

     11.4 Title to Improvements.  All Improvements  shall become the property of
Landlord  upon  expiration  or earlier  termination  of this  Lease.  Landlord's
reversionary  interest  in the  Improvements  shall at all  times  be prior  and
superior  to any  interest  of any  lender of  Tenant,  or of any  other  entity
claiming any purchase money lien or other interest in the Improvements.


                                   ARTICLE 12
                              REPAIRS; MAINTENANCE

     12.1  Tenant's  Obligations.  Tenant agrees at all times from and after the
Commencement Date, at its own cost and expense, to repair,  maintain in good and
tenantable  condition  and replace,  as  necessary,  the Premises and every part
thereof (except portions of the Premises  specifically required to be maintained
by Landlord pursuant to this Lease),  including without limitation all equipment
and Utility Installations exclusively serving the Premises; any Air Conditioning
System  exclusively  serving the Premises;  exterior and interior glass;  signs;
locks and closing devices,  window sashes,  casements and frames; doors and door
frames;  floor coverings;  any grease traps,  grease lines,  and/or piping;  the
storefront;  and all items of repair,  maintenance,  alteration,  improvement or
reconstruction  as may be required  by any Legal  Requirement  or the  insurance
underwriter(s)  for the Shopping Center. In no event shall Tenant be required to
make  repairs  necessitated  by the  negligence  or willful  acts of Landlord or
anyone claiming under Landlord, because of the failure of Landlord to perform or
observe any term or condition of this Lease, or because of Improvements  made by
Landlord  except to the  extent  otherwise  covered by the  insurance  Tenant is
required to carry under this Lease. All replacements  made by Tenant shall be of
like  size,  kind,  and  quality  to the items  replaced  as they  existed  when
originally  installed and shall be subject to Landlord's prior approval.  Tenant
shall have the benefit of any  warranty(ies)  in connection with Landlord's Work
to the  extent any such  warranty  covers  portions  of the  Premises  Tenant is
obligated to repair and maintain hereunder.

     12.2 Landlord's  Obligations.  Landlord shall repair,  maintain in good and
tenantable condition (and in compliance with Legal Requirements and requirements
of the  insurance  underwriter(s)  for the  Shopping  Center)  and  replace,  as
necessary,  the roof,  exterior  walls,  and  structural  parts of the  Premises
(including  the structural  floor),  and all Utility  Installations  serving the
Premises on a nonexclusive  basis (except where the appropriate  utility company
performs such duties) or that form a centralized Air Conditioning System serving
the Premises on a nonexclusive  basis. In no event shall Landlord be required to
make repairs  necessitated by the negligence or willful acts of Tenant or anyone
claiming  under  Tenant,  because of the failure of Tenant to perform or observe
any term or condition of this Lease, or because of  Improvements  made by Tenant
except to the extent otherwise covered by the insurance  Landlord is required to
carry under this Lease. Landlord shall be under no obligation to repair, replace
or maintain the Premises or the  mechanical  equipment  exclusively  serving the
Premises at any time, except as this Lease expressly  provides.  Notwithstanding
anything to the contrary contained in this Lease,  Landlord shall not in any way
be liable to Tenant for failure to make repairs as herein specifically  required
of it  unless  Tenant  has  previously  notified  Landlord  of the need for such
repairs and Landlord has failed to commence and complete  said repairs  within a
reasonable  period following receipt of Tenant's  notification.  As used in this
Article 12,  "exterior  walls" shall exclude  storefronts,  plate glass,  window
cases or window  frames,  doors or door  frames,  security  grilles  or  similar
enclosures.  The definition of Common Area Expenses  includes all work performed
by  Landlord in  accordance  with this  Section  except as  otherwise  expressly
provided for in this Lease.

     12.3  Performance  of Work by  Landlord.  If Tenant  refuses or neglects to
repair,  replace,  or maintain the Premises,  or any part  thereof,  in a manner
reasonably  satisfactory to Landlord,  Landlord shall have the right but not the
obligation,  upon giving Tenant  reasonable  notice of its election to do so, to
enter  the  Premises  and make such  repairs  or  perform  such  maintenance  or
replacements  on  behalf  of and for  the  account  of  Tenant.  Nothing  herein
contained  shall  imply  any duty of  Landlord  to do any work  that,  under any
provision  of this  Lease,  Tenant  is  required  to do,  nor  shall  Landlord's
performance  of any repairs on behalf of Tenant  constitute a waiver of Tenant's
default in failing to do the same.  No exercise by Landlord of any rights herein
reserved shall entitle Tenant to any compensation,  damages or abatement of Rent
from Landlord for any injury or inconvenience  occasioned  thereby.  If Landlord
performs any maintenance or other obligations that Tenant is required to perform
under the terms of this Lease,  Tenant  shall upon  demand pay to  Landlord  the
costs and expenses incurred by Landlord in doing the same (or shall deposit with
Landlord the anticipated amounts thereof), plus Landlord's Administrative Fee.

     12.4  Service  Contracts.  Tenant  shall  contract  with  a  qualified  air
conditioning  service  company  designated by Landlord  (provided that the rates
charged  by  such  service  company  are  competitive  in  the  trade  area  for
commensurate contractors) for the inspection and maintenance at least once every
calendar year and the repair and replacement,  as necessary, of the distribution
portion of the Air  Conditioning  System  serving the  Premises.  If at any time
during the Lease Term, an Air Conditioning  System which exclusively  serves the
Premises is installed,  Tenant shall contract with a qualified air  conditioning
service company approved by Landlord for the monthly  maintenance and the repair
and  replacement,  as necessary,  of the Air Conditioning  System.  Tenant shall
contract with a qualified  service  company for the cleaning and  maintenance of
any grease  traps  and/or  grease  lines which are  Tenant's  responsibility  to
maintain.  Tenant shall provide  Landlord  with a copy of any contract  required
under this Section within ten (10) days after the  Commencement  Date,  together
with a copy of any  subsequent  contracts  within  ten  (10)  days  after  their
execution.


                                   ARTICLE 13
                              INSURANCE OBLIGATIONS

     13.1  Tenant's  Insurance  Obligations.  At all  times  from and  after the
Commencement  Date,  Tenant  shall  procure and  maintain,  at its sole cost and
expense, the following policies of insurance:

     (a)  Liability.  Commercial  general  liability  insurance  with broad form
contractual  liability  coverage and with  coverage  limits of not less than Two
Million Dollars ($2,000,000) combined single limit, per occurrence, specifically
including liquor liability insurance covering consumption of alcoholic beverages
by customers of Tenant,  if the sale of alcoholic  beverages is permitted in the
Premises.  Such  policy  shall  insure  Tenant's  performance  of the  indemnity
provisions  of this  Lease,  but the  amount of such  insurance  shall not limit
Tenant's liability nor relieve Tenant of any obligation hereunder.

     (b) Workers'  Compensation.  Workers' compensation  insurance in the amount
required by the state in which the Shopping Center is located for the benefit of
Tenant's employees.

     (c) Plate Glass.  Insurance covering the full replacement cost of all plate
glass on the Premises; Tenant may self-insure such risk.

     (d)  Equipment.  Boiler and  machinery  insurance  on the Air  Conditioning
System (or any part thereof) exclusively serving the Premises.

     (e)  Tenant's  Personal  Property  and  Improvements.   Property  insurance
covering  any  peril  generally  included  in  the  classification  "all  risks"
(excluding  earthquake  and flood) in the area in which the  Shopping  Center is
located  covering all (i)  merchandise,  (ii)  Improvements,  and (iii) Personal
Property  owned or leased by Tenant (or for which Tenant is legally  liable) and
located in the Shopping Center,  in an amount not less than ninety percent (90%)
of their full replacement cost. Any policy proceeds shall be used for the repair
or  replacement  of the  property  damaged or  destroyed,  unless  this Lease is
terminated under the provisions of Article 18.

     13.2 Policy  Requirements;  Right to Adjust  Requirements.  All policies of
insurance provided for herein shall be issued by insurance companies that have a
general  policyholder's  rating  of not  less  than "A" and a  financial  rating
equivalent to a  policyholder's  surplus of at least One Hundred Million Dollars
($100,000,000),  as rated  in the  most  current  available  "Best's"  Insurance
Reports,  and that have been  admitted or  qualified to do business in the state
where the  Shopping  Center is  located  by the  insurance  commission  or other
highest  board,  body or  official  responsible  for  overseeing  the  insurance
business in such state. Tenant's general liability policy as required in Section
13.1(a) shall contain  cross-liability  endorsements.  All policies of insurance
provided for herein  (with the  exception  of workers'  compensation  insurance)
shall name Landlord,  Landlord's property manager, all Mortgagees and such other
individuals  or  entities  as  Landlord  may  from  time to time  designate,  as
"additional  insureds."   Certificates  of  all  insurance  required  of  Tenant
hereunder  expressly  providing  for the waiver of  subrogation  as  required in
Section  13.4 shall be delivered to Landlord at least ten (10) days prior to the
Commencement  Date. Tenant shall provide to Landlord,  at least thirty (30) days
prior to  expiration,  certificates  of  insurance  to  evidence  any renewal or
additional insurance procured by Tenant. All certificates of insurance delivered
to Landlord  shall  contain an agreement  by the company  issuing said policy to
give Landlord  twenty (20) days'  advance  written  notice of any  cancellation,
lapse,  reduction  or  other  adverse  change  respecting  such  insurance.  All
commercial  general  liability  insurance,  property  damage  or other  casualty
policies  shall  be  written  as  primary  policies,  not  contributory  with or
secondary to coverage that Landlord may carry.

         Notwithstanding anything to the contrary contained herein, Tenant shall
be permitted to have Tenant's primary  commercial  general  liability  insurance
policy written in a lesser amount than specified in Section 13.1(a) (in no event
less than fifty percent [50%] of the required  coverage) provided Tenant carries
and  maintains  an  "excess  liability"  and/or  "umbrella  policy" to cover the
balance of the  required  coverage and provided  that all the  requirements  set
forth herein are otherwise satisfied. Further, Tenant shall be permitted to have
any  required  insurance  covered as part of a blanket  policy  with a so called
"agreed  amount  endorsement"  for the  business  conducted  upon  the  Premises
providing the insurance coverage required under this Lease.

     13.3  Landlord's  Insurance  Obligation.  At all  times  from and after the
Commencement  Date,  Landlord  shall  maintain  in  effect  insurance  providing
protection for the following  liabilities  and/or risks: (a) commercial  general
liability   insurance  for  bodily  injury  and  property  damage  arising  from
Landlord's  ownership  and/or  operation  of the Shopping  Center with  coverage
limits at least  equal to those  Tenant is  required  to  maintain  as  provided
herein,  and (b) any  peril  included  in the  classification  All  Risks in the
geographic  area in which the Shopping Center is located,  including  earthquake
coverage and/or any other coverage  Landlord deems  reasonably  necessary (e.g.,
so-called  "Difference in Conditions"  coverage),  covering the Shopping Center,
exclusive of any item that Tenant is required to insure or any item, building or
improvement  that another party is required to insure,  in an amount that is the
greater of eighty percent (80%) of its full  replacement  cost (exclusive of the
cost of excavations,  foundations,  and footings), or such greater amount as any
Mortgagee may require Landlord to maintain.

     13.4 Mutual  Waivers of Rights.  Notwithstanding  anything to the  contrary
contained  in this  Lease,  Landlord  (for itself and its  insurer),  waives any
rights,  including  rights  of  subrogation,  and  Tenant  (for  itself  and its
insurer),  waives any rights,  including  rights of  subrogation,  each may have
against the other,  and Tenant (for itself and its  insurer)  waives any rights,
including  rights of subrogation,  it may have against any of the parties to the
REA, for  compensation  of any loss or damage  occasioned  to Landlord or Tenant
arising from any risk generally  covered by the All Risks insurance  required to
be carried by Landlord and Tenant. The foregoing waivers shall be operative only
so long as  available  in the state where the  Shopping  Center is located.  The
foregoing  waivers  shall be effective  whether or not the parties  maintain the
insurance required to be carried pursuant to this Lease.


                                   ARTICLE 14
                                    INDEMNITY

     From and after the  Commencement  Date,  Tenant shall  indemnify,  protect,
defend,  and hold  Landlord (and its partners,  joint  venturers,  shareholders,
Mortgagee,  affiliates,  and property managers,  and their respective  officers,
directors,  employees,  and agents) harmless from and against any and all Claims
arising out of or in connection  with loss of life,  personal  injury,  property
damage  or  otherwise  arising  from (a) the  use,  occupation,  improvement  or
maintenance of the Premises or the Shopping Center or any work or activity in or
about the Premises or Shopping  Center by Tenant or its  assignees or subtenants
or their  respective  agents,  employees,  contractors,  or  licensees,  (b) any
activity,  condition or occurrence  in or about the Premises,  (c) the filing or
potential filing of any mechanic's or materialmen's lien against the Premises or
the  Shopping  Center in  connection  with any work done or caused to be done by
Tenant,  (d) any breach or failure to perform any  obligation  imposed on Tenant
under this  Lease,  or (e) any act or  omission  of Tenant or its  assignees  or
subtenants or their respective  agents,  contractors,  employees,  or licensees.
Upon notice from Landlord, Tenant shall, at Tenant's sole expense and by counsel
reasonably  satisfactory  to Landlord,  defend any action or proceeding  brought
against  Landlord by reason of any such Claim.  If  Landlord  (or its  partners,
joint venturers, shareholders,  Mortgagee, affiliates, and property managers, or
their respective officers,  directors,  employees, and agents), without fault on
its part, is made a party to any litigation commenced by or against Tenant, then
Tenant shall indemnify,  protect, defend, and hold each of such persons harmless
from and against any and all Claims  arising out of incurred or paid by any such
person in connection with such litigation. The obligations of this Article shall
survive the expiration or earlier  termination of this Lease.  In no event shall
Tenant's obligations pursuant to this Article 14 extend to Claims arising out of
the sole negligence or willful misconduct of Landlord, or its agents,  employees
or contractors (acting on behalf of Landlord).


                                   ARTICLE 15
                             OCCUPANCY TRANSACTIONS

     15.1 Restrictions.

     (a) No  Encumbrances.  Tenant  shall not make,  consent  to, or suffer  any
Encumbrance  without the prior written  consent of Landlord,  which Landlord may
grant or withhold in its sole and absolute discretion.

     (b) Other Occupancy Transactions. Tenant shall not enter into or consent to
any Occupancy  Transaction  other than an  Encumbrance  without first  obtaining
Landlord's  written  consent,  which Landlord  shall not withhold  unreasonably.
Landlord may withhold its consent on any reasonable  ground,  including  without
limitation any of the following  situations:  (i) the Transferee's  contemplated
use  of  the  Premises  following  the  proposed  Occupancy  Transaction  is not
identical to the Permitted Use, (ii) in Landlord's reasonable business judgment,
the Transferee lacks sufficient  business  reputation or experience to operate a
business of the type and quality  permitted under this Lease,  (iii) the present
net worth and working capital of the Transferee are less than that of Tenant, or
Tenant and Tenant's  Guarantor,  as the case may be, at the Effective Date or at
the time of the  request,  whichever  is  higher,  (iv) the  proposed  Occupancy
Transaction  would breach any covenant of Landlord or Tenant  respecting  radius
restriction,  location,  use  or  exclusivity  in  any  other  lease,  financing
agreement,  or other agreement relating to the Shopping Center  (including,  but
not limited to, Section 9.4 [i.e., the Gaming Provisions]),  or (v) the proposed
Occupancy Transaction provides for rentals thereunder based on the net income or
profits derived by the Transferee from the Premises.

     15.2 Condition Precedent. Tenant shall not have the right or power to enter
into  an  Occupancy  Transaction  if  Tenant  shall  be in  default  beyond  any
applicable  notice and cure period pursuant to Article 16 under any provision of
this Lease.

     15.3   Procedures.   Should  Tenant  desire  to  enter  into  an  Occupancy
Transaction which requires Landlord's  consent,  Tenant shall request Landlord's
consent to such  transaction in writing at least forty-five (45) days before the
effective  date  of  any  such  transaction.  Such  request  shall  include  the
following:

     (a) A detailed  description  of the  proposed  transaction,  including  its
nature,  effective date, the purchase  price,  payment terms,  allocation  among
leasehold interest, Personal Property,  Improvements,  goodwill,  inventory, and
other items;

     (b) Copies of any offers, agreements,  subleases,  assignments,  letters of
commitment or intent,  and other documents or  correspondence  pertaining to the
proposed transaction;

     (c) A  description  of the  identity,  financial  condition,  and  previous
business  experience of Tenant and Transferee,  including,  without  limitation,
copies of latest income  statement,  balance sheet,  and statement of cash flows
(with  accompanying  notes and disclosures of all material  changes  thereto) in
audited form,  if  available,  and certified as accurate by Tenant or Transferee
respectively,  together with a statement  authorizing Landlord or its designated
representative(s) to investigate Tenant's and Transferee's  business experience,
credit, and financial responsibility; and

     (d) A  statement  by  Tenant  and  Transferee  agreeing  that  it is  their
intention to complete the transaction if Landlord consents thereto.

     15.4  Response by Landlord;  Documentation.  Within  thirty (30) days after
receipt of Tenant's  request for consent and all items  required  under  Section
15.3,  Landlord  shall (a) consent to the proposed  Occupancy  Transaction,  (b)
exercise  its  rights  under  Section  15.6,  or (c)  refuse to  consent  to the
Occupancy  Transaction.  Any consent by Landlord  to any  Occupancy  Transaction
shall be evidenced by an instrument  prepared by Landlord and executed by Tenant
and  Transferee.  As a condition to the completion of any assignment or transfer
of Tenant's interest in this Lease,  Transferee shall agree in writing to assume
and perform all of the terms,  covenants,  and conditions of this Lease that are
obligations  of Tenant.  Tenant  shall remain fully liable to perform its duties
under this Lease following the Occupancy Transaction. Tenant shall, on demand of
Landlord,  reimburse  Landlord for all Landlord's  reasonable  costs,  including
attorney fees, incurred in obtaining advice and preparing documentation for each
requested  Occupancy  Transaction not to exceed One Thousand Dollars ($1,000.00)
per occurrence.

     15.5  Consideration  to Landlord.  Except for those Occupancy  Transactions
permitted  pursuant to the provisions of Section 15.8 without  Landlord's  prior
consent, if Tenant enters into an Occupancy Transaction, the Minimum Annual Rent
then  payable and any  scheduled  increases  thereto  shall be  increased on the
effective  date of such  transaction  to the highest  of: (a) the total  Minimum
Annual Rent  payable by the  Transferee  to Tenant;  (b) an amount  equal to the
total of the Minimum  Annual Rent plus  Percentage  Rent  required to be paid by
Tenant  pursuant to this Lease during the calendar  year  immediately  preceding
such transaction;  or (c) the Minimum Annual Rent payable in the first full year
of the Lease Term,  increased in accordance  with the CPI Adjustment  Procedures
using the Rent  Commencement  Date as the Base Month and the  effective  date of
such  transaction  as the Month of  Adjustment.  In no event  shall the  Minimum
Annual Rent, as adjusted,  be less than the Minimum  Annual Rent in effect prior
to the effective date of the Occupancy Transaction.

     15.6 Landlord's  Right of First Refusal.  If Tenant requests  consent to an
Occupancy  Transaction in accordance with this Article,  Landlord shall have the
right to  purchase  the  leasehold  interest  of  Tenant  in this  Lease and the
Premises (referred to in this Section as "Tenant's interest"),  to the exclusion
of the  prospective  Transferee,  at the purchase price and terms offered by the
prospective  Transferee.  Such right shall be  exercisable by Landlord by giving
Tenant notice of its election to purchase as provided in Section 15.4. Upon such
election,  the  proposed  Transferee  shall have no right to  purchase  Tenant's
interest, Landlord and Tenant shall execute an agreement setting forth the terms
and conditions of the purchase,  and the proposed Occupancy Transaction shall be
deemed to have been disapproved. No failure of Landlord to elect to exercise its
rights  hereunder  shall be  construed  as  consent  to the  proposed  Occupancy
Transaction  or a waiver of such  rights  with  respect to any  future  proposed
Occupancy Transaction.

     15.7  Nullity.  Any  Occupancy  Transaction   purportedly   consummated  in
violation of the  provisions  of this  Article  shall be null and void and of no
force or effect.

     15.8  Permitted  Occupancy  Transactions.  Notwithstanding  anything to the
contrary  contained  in this Article 15, so long as the Tenant (i) is the tenant
entity named in Section 1.2 of this Lease and (ii) is not in default as provided
in Section 15.2, Tenant shall have the right,  without the prior written consent
of Landlord, to enter into an Occupancy Transaction,  other than an Encumbrance,
with a person or entity which: [a] is Tenant's parent organization;  or [b] is a
wholly-owned  subsidiary of Tenant;  or [c] is a corporation  of which Tenant or
Tenant's  parent  organization  owns in  excess  of fifty  percent  (50%) of the
outstanding  capital stock; or [d] as a result of a consolidation or merger with
Tenant and/or  Tenant's  parent  corporation  shall own all the capital stock of
Tenant or Tenant's parent corporation; or [e] purchases all or substantially all
of Tenant's assets provided such  acquisition  includes at least ten (10) stores
operating  under the Trade  Name (or a trade  name  similar  to the Trade  Name)
permitted under this Lease; or [f] acquires stock constituting effective control
of Tenant provided that at the time of such acquisition Tenant operates at least
ten (10) stores under the Trade Name (or a trade name similar to the Trade Name)
permitted under this Lease. Any Occupancy Transaction pursuant to [a], [b], [c],
[d], [e], or [f] above shall be subject to the following conditions:  (1) Tenant
shall  remain  fully  liable  during  the  unexpired  Lease  Term;  (2) any such
Occupancy  Transaction  shall be  subject  to all of the  terms,  covenants  and
conditions of this Lease and any such Transferee  shall expressly assume for the
benefit of Landlord  the  obligations  of Tenant  under this Lease by a document
prepared by Landlord;  (3) the  resulting  entity  pursuant to [d], [e], and [f]
above  shall have a net worth  equal to or  greater  than Four  Million  Dollars
($4,000,000.00);  (4)  Tenant  shall  give  Landlord  notice  of such  Occupancy
Transaction  at least twenty (20) days prior to its effective date (which notice
shall include all documentation  necessary to verify the conditions contained in
this  paragraph);  and  (5)  Tenant  shall  reimburse  Landlord  for  Landlord's
reasonable  documentation  fees incurred in conjunction  with the processing and
preparation of documentation for any such Occupancy  Transaction,  not to exceed
One Thousand Dollars ($1,000.00) per occurrence.


                                    ARTICLE 16
                      DEFAULTS BY TENANT; LANDLORD REMEDIES

     16.1  Events of  Default.  The  occurrence  of any of the  following  shall
constitute a default by Tenant and a breach of this Lease.

     (a)  Failing  or  refusing  to pay any  amount of  Minimum  Annual  Rent or
Additional Rent when due in accordance with the provisions of this Lease;

     (b) Failing or refusing  to occupy and operate the  Premises in  accordance
with Sections 10.1 and 10.2 or conducting a  going-out-of-business,  liquidation
or similar sale;

     (c) Failing or  refusing  to perform  fully and  promptly  any  covenant or
condition of this Lease, other than those specified in subparagraphs (a) and (b)
above or (d) below; or

     (d)  Maintaining,  committing,  or  permitting  on the Premises  waste or a
nuisance  in any  twelve  (12)  consecutive  month  period in which  Tenant  has
previously  received  one (1) or more  notices  of  such  violation;  use of the
Premises  for an  unlawful  purpose;  entering  into  an  Occupancy  Transaction
contrary to the provisions of Article 15; failing to remain open for business as
required by Section 10.2, on any occasion  during a given year of the Lease Term
in which Tenant has received  three (3) or more  notices of  violations  of said
Section; and in the event the Permitted Use involves the sale and/or preparation
of food, Tenant's failure to maintain a health department rating of "A" (or such
other  highest  health  department or similar  rating as is  available)  for the
second (2nd) time in any twelve (12) month period.

     16.2 Notices.  Following the occurrence of any of the defaults specified in
subparagraphs (a), (b) and (c) of Section 16.1,  Landlord shall give Tenant, and
any  subtenant,  a written  notice  specifying  the  nature of the  default  and
demanding that Tenant,  and any  subtenant,  either fully cure each such default
within the time period specified in the correspondingly  lettered  subparagraphs
below or quit the Premises and surrender the same to Landlord:

     (a) For nonpayment of Minimum Annual Rent or Additional Rent, the first two
(2) such notices in each calendar year will be ten (10) day notices,  thereafter
during such year five (5) days;

     (b)  For   breach  of   Sections   10.1  or  10.2  or  for   conducting   a
going-out-of-business,  liquidation or similar sale,  three (3) business ( i.e.,
Monday through Friday) days;

     (c) With regard to those defaults  specified in subparagraph (c) of Section
16.1, a reasonable  period not to exceed  thirty (30) days;  provided,  however,
that if such default  cannot be cured  within said time period,  Tenant shall be
deemed to have cured such  default if Tenant so  notifies  Landlord  in writing,
commences cure of the default within said time period, thereafter diligently and
in good faith  continues  with said cure and actually  completes  said cure (and
upon request from Landlord, Tenant shall provide Landlord with written notice as
to the progress of Tenant's cure); and

     (d) With regard to those defaults  specified in subparagraph (d) of Section
16.1, Landlord shall give Tenant, and any subtenant, a written notice specifying
the nature of the default and the provisions of this Lease breached and Landlord
shall have the right to demand in said  notice  that  Tenant  quit the  Premises
within five (5) days.

     To the extent  permitted by applicable state law, the time periods provided
in this Section for cure of Tenant's  defaults under this Lease or for surrender
of the  Premises  shall be in lieu of, and not in addition  to, any similar time
periods  prescribed  by  applicable  state law as a condition  precedent  to the
commencement  of legal action  against  Tenant for  possession  of the Premises;
provided,  however,  to the extent the  foregoing is not permitted by applicable
law, any notice  under this  Section  shall run  concurrently  with,  and not in
addition to, any similar time periods  prescribed by applicable  law. Any notice
given  pursuant  to this  Section is in lieu of any written  notice  required by
statute or law and Tenant  waives (to the fullest  extent  permitted by law) the
giving of any notice other than that provided for in this Section.

     16.3 Landlord's Rights and Remedies.  Should Tenant fail to cure within the
time periods  specified in Section  16.2 any default  specified in  subparagraph
(a), (b) or (c) of Section 16.1, or fail to quit the Premises in accordance with
subparagraph  (d) of Section  16.2 with  respect  to any  default  specified  in
subparagraph  (d) of Section  16.1,  Landlord may exercise any of the  following
rights  without  further  notice  or  demand  of any kind to Tenant or any other
person, except as required by applicable state law:

     (a) The right of Landlord to  terminate  this Lease and  Tenant's  right to
possession of the Premises and to reenter the Premises,  take possession thereof
and remove all persons  therefrom,  following which Tenant shall have no further
claim thereon or hereunder;

     (b) The right of  Landlord,  without  terminating  this Lease and  Tenant's
right to  possession  of the  Premises,  to reenter the  Premises and occupy the
whole or any part thereof for and on account of Tenant and to collect any unpaid
Rent which has become payable, or which may thereafter become payable; or

     (c) The right of Landlord,  even though it may have reentered the Premises,
in accordance  with  subparagraph  (b) of this Section,  to elect  thereafter to
terminate this Lease and Tenant's right to possession of the Premises.

     Should  Landlord  have  reentered  the  Premises  under the  provisions  of
subparagraph  (b) of  this  Section,  Landlord  shall  not  be  deemed  to  have
terminated this Lease or have accepted a surrender  thereof by any such reentry,
unless  Landlord shall have notified Tenant in writing that it has so elected to
terminate this Lease and Tenant's right to possession.  Tenant further covenants
that the service by Landlord of any notice pursuant to the unlawful  detainer or
eviction  statutes  of the state  where the  Shopping  Center is located 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 serving
of such notice and such election is evidenced by a written  notice to Tenant) be
deemed to be a termination of this Lease.  In the event of any reentry or taking
possession of the Premises as aforesaid,  Landlord shall have the right, but not
the  obligation,  to  remove  therefrom  all or  any  part  of the  merchandise,
Improvements  or  Personal  Property  located  therein  and to place the same in
storage at a public warehouse at the expense and risk of Tenant.  The rights and
remedies given to Landlord in this Section shall be additional and  supplemental
to all other rights or remedies which Landlord may have under laws in force when
the default occurs.

         Landlord  agrees that in the event Tenant defaults under this Lease and
thereafter  vacates the Premises,  Landlord shall use its reasonable  efforts to
re-lease  the Premises and  mitigate  monetary  damages  arising out of Tenant's
default  or  breach of this  Lease.  Nothing  herein,  however,  shall  prohibit
Landlord  from leasing any other  vacant  premises  before  leasing the Premises
hereunder,  or from using its business  judgment  respecting  the leasing of the
Premises hereunder.

     16.4 Landlord's Damages.  Should Landlord terminate this Lease and Tenant's
right to possession of the Premises, pursuant to the provisions of subparagraphs
(a) or (c) of Section 16.3, Landlord may recover from Tenant as damages,  all of
the following:

     (a) The worth at the time of award of any unpaid  Rent that had been earned
at the time of such termination;

     (b) The worth at the time of award of the amount by which the  unpaid  Rent
that would have been earned after  termination  until the time of award  exceeds
the amount of such Rent loss Tenant proves could have been reasonably avoided;

     (c) The worth at the time of award of the amount by which the  unpaid  Rent
for the balance of the Lease Term after the time of award  exceeds the amount of
such Rent loss that Tenant proves could be reasonably avoided;

     (d) Any other amount necessary to compensate Landlord for all the detriment
proximately  caused by Tenant's  failure to perform its  obligations  under this
Lease or which in the  ordinary  course  of  things  would be  likely  to result
therefrom,  including,  without  limitation,  any costs or expense  incurred  by
Landlord  in (i)  retaking  possession  of the  Premises,  including  reasonable
attorney fees therefor,  (ii)  maintaining or preserving the Premises after such
default,  (iii) preparing the Premises for reletting to a new tenant,  including
repairs  or  demolitions  to the  Premises  for  such  reletting,  (iv)  leasing
commissions,  and (v) any other  costs  necessary  or  appropriate  to relet the
Premises; and

     (e) At Landlord's election, such other amounts in addition to or in lieu of
the  foregoing  as may be  permitted  from time to time by the laws of the state
where the Shopping Center is located.

     As used in  subparagraphs  (a) and (b) of this  Section,  the "worth at the
time of award" is computed by allowing interest at the Interest Rate. As used in
subparagraph  (c) of this Section,  the "worth at the time of award" is computed
by discounting  such amount at the discount rate of the Federal  Reserve Bank of
San Francisco at the time of award plus one percent (1%).

         All Additional  Rent shall,  for the purposes of calculating any amount
due under the provisions of subparagraph (c) of this Section, be computed on the
basis of the average  monthly amount  thereof  accruing  during the  immediately
preceding thirty-six (36) month period,  except that, if it becomes necessary to
compute  such  Additional  Rent before such a  thirty-six  (36) month period has
occurred,  then  such  Additional  Rent  shall be  computed  on the basis of the
average monthly amount thereof accruing during such shorter period.

     16.5 Personal Property. In the event of Tenant's default, continuing during
the length of said default,  Landlord shall have the right to take the exclusive
possession of any of Tenant's  merchandise and/or Personal Property remaining on
the Premises and to use the same free of rent or charge until all defaults  have
been cured or, at its option, to require Tenant to remove same forthwith. In the
event of any reentry or taking  possession  of the  Premises as provided in this
Article,  Landlord  shall  have the  right,  but not the  obligation,  to remove
therefrom  all or any  part of the  merchandise  or  Personal  Property  located
therein  and to place the same in storage at a public  warehouse  at the expense
and risk of Tenant.

     Notwithstanding  anything to the contrary  contained herein,  upon Tenant's
written  request  therefor,  provided  such  request is in  connection  with the
remodel,  alteration or merchandising of the Premises and provided Tenant is not
in default  under this Lease  (beyond the  applicable  notice and cure period as
provided in Article  16),  Landlord  shall  subordinate  its  rights,  on a form
prepared by Landlord,  in such Personal  Property of Tenant to the rights of any
fixture or equipment seller, lender or lessor (hereinafter  "Lender") of Tenant,
but only so long as Tenant is  indebted  to such  Lender,  provided  such Lender
agrees to (i) allow Landlord thirty (30) days to cure Tenant's default under the
agreement  between  Tenant and Lender,  (ii) provide  Landlord with no less than
five (5) days' written notice in the event of entry for  repossession  and shall
have said Personal  Property removed within five (5) days from the date of entry
for repossession,  (iii) remove the Personal Property promptly upon notification
from  Landlord  in the event of default  by Tenant  under  this  Lease,  (iv) be
accompanied by a representative  of center management during any such entry, and
only during  reasonable  business hours, (v) repair all damage occasioned by any
such  repossession  at Lender's  sole expense,  (vi) defend,  indemnify and hold
Landlord  harmless  from any  claims  made as a  result  of the  removal  of the
Personal Property by Lender, (vii) dispose of or sell the property at some place
other than the Shopping  Center,  and (viii) advise  Landlord in writing  within
twenty (20) days after the  expiration or earlier  termination  of the agreement
between  Lender  and  Tenant as to said  Personal  Property.  In no event  shall
Landlord be under any obligation to assist in the  repossession of such Personal
Property.   Tenant  further  agrees  to  reimburse  Landlord,  in  advance,  for
Landlord's reasonable costs incurred in preparing the documentation  referred to
herein (not to exceed $500 per occurrence)

     16.6 Waiver of Rights of Redemption.  Tenant  expressly  waives any and all
rights of redemption granted by or under any present or future laws if Tenant is
evicted or dispossessed for any cause, or if Landlord obtains  possession of the
Premises by reason of the  violation  by Tenant of any of the terms,  covenants,
and conditions of this Lease or otherwise.


                                   ARTICLE 17
                     DEFAULTS BY LANDLORD; TENANT'S REMEDIES

     17.1  Default by Landlord.  If Landlord  fails to perform or observe any of
the terms,  covenants  or  conditions  contained in this Lease on its part to be
performed or observed  within thirty (30) days after  written  notice of default
from Tenant or, when more than thirty (30) days shall be required because of the
nature of the default, if Landlord shall fail to proceed diligently to cure such
default after written notice thereof from Tenant,  said failure shall constitute
a default by Landlord under this Lease.

     17.2 Notice to  Mortgagees.  If the  Premises or any part  thereof,  or any
interest of Landlord  in this Lease or the Rent due  hereunder,  are at any time
subject to any Mortgage  (including  but not limited to any Ground Lease) and if
Tenant is given  notice of the name and  address of the  Mortgagee,  then Tenant
shall  give  written  notice  of  any  Landlord's  default  to  such  Mortgagee,
specifying  the default in  reasonable  detail.  If Landlord  fails to cure such
default within the applicable  cure period,  Tenant shall give written notice of
such failure to such Mortgagee  affording such Mortgagee the same opportunity to
cure as provided  Landlord in Section  17.1. If such  Mortgagee  does perform on
behalf of Landlord, such default shall be deemed cured.

     17.3  Limitations on Remedies Against  Landlord.  In the event Tenant makes
any  Claim or  asserts  any  cause of  action  against  Landlord  as a result of
Landlord's default:  (a) Tenant's sole and exclusive remedy shall be against the
current rents,  issues,  profits,  and other income  Landlord  receives from its
operation  of  the  Shopping  Center,  net of all  current  operating  expenses,
liabilities,  reserves,  and debt service  associated  with said operation ("Net
Income" for purposes of this Section only), (b) no other real, personal or mixed
property of Landlord, wherever located, shall be subject to levy on any judgment
obtained against Landlord, (c) if such Net Income is insufficient to satisfy any
judgment,  Tenant will not institute any further action,  suit, Claim or demand,
in law or in equity,  against Landlord for or on the account of such deficiency,
and (d) Landlord's  default shall not constitute  consent by Landlord for Tenant
to perform or observe such terms, covenants or conditions at Landlord's expense.
The  limitations  set  forth  in  this  Section  shall  be  applicable  to,  and
enforceable  by,  Landlord and/or by any partner,  trustee,  officer,  employee,
agent or property manager of Landlord.

     17.4 Landlord's Exemption From Liability.  Landlord shall not be liable for
injury to Tenant's  business or loss of income  therefrom or for damage that may
be  sustained by the person,  merchandise  or Personal  Property of Tenant,  its
employees,  invitees, customers, agents or contractors or any other person in or
about the Premises, caused by or resulting from fire, steam,  electricity,  gas,
water or rain, which may leak or flow from or into any part of the Premises,  or
from  the  breakage,  leakage,  obstruction  or  other  defects  of the  Utility
Installations,  Air  Conditioning  System or other components of the Premises or
Shopping Center,  or as a result of the exercise by Landlord of its rights under
this  Lease,  except  to the  extent  that  such  damage  or loss is  caused  by
Landlord's  sole,  active  negligence or willful  misconduct.  Landlord makes no
representations  or warranties  whatsoever with respect to any Air  Conditioning
System or Utility Installations  existing as of the date hereof or in the future
except as expressly provided in Section 2.1; provided,  however,  in no event is
the foregoing intended to diminish  Landlord's  obligation to perform Landlord's
Work subject to the specifications  provided in Exhibit C. Landlord shall not be
liable in damages or otherwise for any  discontinuance,  failure or interruption
of service to the  Premises  of  Utilities  or the Air  Conditioning  System and
Tenant shall have no right to terminate  this Lease or withhold  rent because of
the same  except as  otherwise  expressly  provided  for in this  Section  17.4.
Landlord  shall not be  liable  for any  damages  arising  from any use,  act or
failure to act of any other tenant or occupant, if any, of the Shopping Center.

     Notwithstanding  anything to the contrary  contained in this Lease, if as a
result of  Landlord's  or  Landlord's  agent's  negligence,  any  utility or Air
Conditioning  System  being  furnished  to Tenant is  interrupted  for more than
seventy-two (72) consecutive hours, then commencing with the first full business
day thereafter, there shall be an equitable abatement of Minimum Annual Rent and
Additional Rent (except  Percentage Rent) reflecting the extent Tenant's ability
to conduct  business in the Premises is impaired,  continuing until such time as
the utility service to the Premises is restored. Such abatement shall not affect
any obligation of Tenant under this Lease to pay Percentage Rental.


                            ARTICLE 18 RECONSTRUCTION

     18.1 Insured  Casualty.  Upon the occurrence of an Insured  Casualty to the
Premises Landlord shall commence Reconstruction of Landlord's Work within ninety
(90) days  after such  occurrence  (provided  neither  party has  terminated  as
provided in this Section) and prosecute the same  diligently to completion,  and
Tenant shall commence  Reconstruction  of Tenant's Work promptly upon completion
of Landlord's Work and shall diligently prosecute the same to completion. In the
event of a Major  Destruction of the Premises as a result of an Insured Casualty
during the last two (2) years of the Lease Term,  Landlord and Tenant shall each
have the  option  to  terminate  this  Lease on  written  notice to the other of
exercise thereof within thirty (30) days after such occurrence.

     18.2 Uninsured  Casualty.  Upon the occurrence of an Uninsured  Casualty to
the Premises,  Landlord  shall have the  election,  and shall within ninety (90)
days  following the date of such damage give Tenant written notice of Landlord's
election,  either to commence  Reconstruction  of the Premises and prosecute the
same diligently to completion,  in which event this Lease shall continue in full
force and effect,  or not to perform  such  Reconstruction,  in which event this
Lease shall cease and terminate not later than sixty (60) days after  Landlord's
notice of its election to terminate.  In the event of a Major Destruction of the
Premises as a result of an Uninsured  Casualty  during the last two (2) years of
the Lease Term,  Tenant shall have the option to terminate this Lease on written
notice to  Landlord  of  exercise  thereof  within  thirty  (30) days after such
occurrence.

     18.3 Construction Provisions. Reconstruction shall substantially conform to
the provisions of Exhibit C and shall cover  Landlord's  Work and Tenant's Work.
Landlord shall  reconstruct the Premises only to the extent of Landlord's  Work;
Tenant, at its sole cost and expense,  shall reconstruct Tenant's Work and shall
replace its merchandise, Improvements and Personal Property.

     18.4 Release of  Liability.  In the event of  termination  under any of the
provisions of this Article,  both Landlord and Tenant shall be released from any
liability or obligation  under this Lease,  except as otherwise  provided for in
this Lease, arising after the date of termination.  In the event of termination,
all  proceeds  from  Tenant's  insurance  covering  Tenant's  Improvements,  but
excluding proceeds for Tenant's merchandise,  the unamortized net cost to Tenant
of  its  Improvements  with  a  straight-line   amortization   schedule  and  an
amortization  period equal to the Lease Term,  and Personal  Property,  shall be
disbursed and paid to Landlord. In no event shall Tenant be entitled to share in
Landlord's  insurance  proceeds or to take any action  which  would  result in a
reduction of Landlord's insurance proceeds.

     18.5 Abatement of Rent. In the event of an Insured Casualty or an Uninsured
Casualty to the Premises, the recurrent Rent (except Percentage Rent) payable by
Tenant shall be abated  proportionately with the degree to which Tenant's use of
the Premises is impaired, commencing from the date of destruction and continuing
during the period of  Reconstruction or until the effective date of termination,
as the case may be.  Tenant shall  continue the operation of its business on the
Premises during any such period to the extent  reasonably  practicable  from the
standpoint of prudent business  management,  and the obligation of Tenant to pay
Percentage Rent and non-recurrent Additional Rent shall remain in full force and
effect.  Tenant  shall not be  entitled  to any  compensation  or  damages  from
Landlord  for loss of use of the  whole or any  part of the  Premises,  Tenant's
Personal Property,  or any inconvenience or annoyance occasioned by such damage,
Reconstruction or replacement.

     18.6 Major Destruction.  Notwithstanding any of the foregoing provisions of
this Article,  should there be a Major Destruction of the Shopping Center at any
time after the Effective  Date,  Landlord shall have the right to terminate this
Lease  on  written   notice  to  Tenant  within  ninety  (90)  days  after  such
destruction.  In  no  event  shall  Landlord  terminate  this  Lease  unless  it
terminates the leases of all Shopping Center tenants  similarly  affected by the
casualty.

     18.7 Waiver of Inconsistent Statutes.  Landlord and Tenant hereby waive any
statutory  rights of  termination  which may arise by reason of any  partial  or
total destruction of the Premises.


                            ARTICLE 19 EMINENT DOMAIN

     19.1 Total Taking.  If the entire  Premises shall be  appropriated or taken
under the power of eminent  domain by any public or  quasi-public  authority  or
under threat of and in lieu of condemnation (hereinafter,  "taken" or "taking"),
this Lease shall  terminate  as of the date of such  taking,  and  Landlord  and
Tenant  shall have no  further  liability  or  obligation,  except as  otherwise
provided for in this Lease, arising under this Lease after such date.

     19.2 Partial Taking;  Right to Terminate.  If more than twenty-five percent
(25%) of the Floor Area of the Premises is taken, or if by reason of any taking,
regardless  of the amount so taken,  the  remainder  of the  Premises is not one
undivided  space or is rendered  unusable for the Permitted Use, either Landlord
or Tenant shall have the right to terminate  this Lease as of the date Tenant is
required to vacate the portion of the Premises taken, upon giving notice of such
election  within  thirty  (30) days after  receipt by Tenant  from  Landlord  of
written notice that said Premises have been or will be so taken. In addition, if
(a) such a  significant  portion of the Shopping  Center or Common Area is taken
that, in Landlord's reasonable opinion,  substantial  restoration is required on
the  remaining  portion,  or (b) Landlord  exercises  its right to terminate its
participation  in the REA because of the taking of portions of the  Casino(s) or
the Shopping  Center other than the Premises,  the Landlord shall have the right
to terminate this Lease upon thirty (30) days' written notice to Tenant.  In the
event of such  termination,  both Landlord and Tenant shall be released from any
liability or obligation  under this Lease,  except as otherwise  provided for in
this Lease,  arising after the date of  termination.  Landlord and Tenant shall,
immediately after learning of any taking, give notice thereof to each other.

     19.3  Restoration.  If this Lease does not  terminate  pursuant to Sections
19.1 or 19.2 above,  then Tenant  shall  continue to occupy that  portion of the
Premises not taken and the parties shall  proceed as follows:  (a) at Landlord's
cost and expense and as soon as reasonably possible,  Landlord shall restore the
Premises  remaining to a complete  unit of like quality and character as existed
prior to such  appropriation or taking, and (b) the Minimum Annual Rent provided
for in Article 1 shall be reduced on an equitable basis, taking into account the
relative  values of the portion  taken as  compared  to the  portion  remaining.
Tenant waives any statutory  rights of termination that may arise because of any
partial taking of the Premises.

     19.4 Award. Landlord shall be entitled to the entire condemnation award for
any taking of the Premises,  the Shopping  Center or any part thereof.  Tenant's
right to receive  any amounts  separately  awarded to Tenant  directly  from the
condemning  authority  for the  taking of its  merchandise,  Personal  Property,
relocation  expenses  and/or  interests  in other than the real  property  taken
and/or  the  leasehold  interest  shall  not be  affected  in any  manner by the
provisions of this Section,  provided  Tenant's  award does not reduce or affect
Landlord's award.


                                   ARTICLE 20
                       SUBORDINATION; ATTORNMENT; ESTOPPEL

     20.1  Subordination  to  Mortgage.  This Lease and all of  Tenants'  rights
hereunder are and shall be subject and subordinate to the first Mortgage and any
secondary Mortgage approved by the first Mortgagee.  The foregoing shall be self
operative  without the execution of additional  documentation,  however,  within
twenty (20) days after the receipt of a request from Landlord or any  Mortgagee,
Tenant shall confirm such subordination by executing a recordable  subordination
agreement in form and content reasonably satisfactory to Landlord and Landlord's
Mortgagee.  Tenant  acknowledges that any Mortgagee has the right to subordinate
at any time  its  Mortgage  to this  Lease  and the  leasehold  estate,  without
Tenant's  consent.  Tenant shall,  within twenty (20) days after written request
therefor,  execute and deliver such documents as are reasonably requested by the
Mortgagee to confirm such subordination.

         Notwithstanding anything to the contrary contained herein, upon request
from  Tenant,  Landlord  shall  request  from any party  seeking  such  superior
position  (with the  exception  of the  existing  Mortgagee)  a  non-disturbance
agreement and attornment agreement to the effect that so long as Tenant pays the
rentals  due under  this Lease and  otherwise  complies  with the terms  hereof,
Tenant's occupancy hereunder shall not be disturbed.  In no event shall Tenant's
obligation to subordinate its rights  hereunder be conditioned on the receipt of
such agreement. Tenant shall be responsible for payment of any costs incurred in
connection with obtaining the documentation requested hereunder.

         Concurrently  with  Tenant's  execution  of this  Lease,  Tenant  shall
execute   the   Subordination,    Non-Disturbance   and   Attornment   Agreement
("Subordination  Agreement")  attached  hereto as Exhibit  G. The  Subordination
Agreement  shall be submitted to the Lender (as defined in Exhibit G) for review
and  execution by the Lender,  at Lender's sole and absolute  discretion.  In no
event shall the  enforceability  of this Lease be conditioned upon the execution
by Lender of the Subordination Agreement.  20.2 Subordination to REA. Subject to
Section 2.2,  this Lease and all of Tenant's  rights  hereunder are and shall be
subject and subordinate to the REA and any amendments or modifications  thereof.
If the REA is not of  record  as of the  date  hereof,  then  this  Lease  shall
automatically  become  subordinate  to the REA upon  recordation of the REA, and
within  twenty  (20) days after the  receipt of a request  from  Landlord or any
Mortgagee,  Tenant shall  confirm such  subordination  by executing a recordable
subordination agreement in form and content reasonably satisfactory to Landlord.

     20.3 Subordination to Ground Lease.  Subject to Section 2.2, this Lease and
all of Tenant's rights hereunder are and shall be subject and subordinate to the
Ground Lease and any  amendments or  modifications  thereof.  If a Memorandum of
Ground  Lease is not of record as of the date  hereof,  then  this  Lease  shall
automatically  become  subordinate  to the Ground  Lease upon  recordation  of a
Memorandum of Ground  Lease,  and within twenty (20) days after the receipt of a
request from Landlord or any Mortgagee,  Tenant shall confirm such subordination
by executing a recordable subordination agreement in form and content reasonably
satisfactory to Landlord.

     20.4 Attornment.  If Landlord sells,  transfers, or conveys its interest in
the  Premises  or  this  Lease,  or if the  same  is  foreclosed  judicially  or
nonjudicially,  or  otherwise  acquired,  by  a  Mortgagee  (including,  without
limitation,  Ground  Lessor),  upon the  request  and at the  sole and  absolute
election  of  Landlord's  successor,  Tenant  shall  attorn  to said  successor,
provided  said  successor  accepts the  Premises  subject to this Lease.  Tenant
shall, upon request of Landlord or any Mortgagee (including, without limitation,
Ground Lessor), execute an attornment agreement confirming the same, in form and
substance  reasonably  acceptable  to Landlord  or  Landlord's  successor.  This
Section  20.4 shall in no way be deemed a waiver by Tenant of any Claims for any
predecessor's  failure or bad faith  refusal to provide any Security  Deposit to
its successor or to notify its successor of any amendment prior to the date that
such successor's lien or interest first arose.

     20.5  Estoppel  Certificate.  Within  twenty (20) days after  request  from
Landlord,  Tenant shall execute and deliver to Landlord an Estoppel  Certificate
with  appropriate  facts  concerning  the  status  of this  Lease  and  Tenant's
occupancy  completed  by  Landlord,  and with any  exceptions  thereto  noted in
writing  by  Tenant.  Tenant's  failure  to execute  and  deliver  the  Estoppel
Certificate within said twenty-day period shall be deemed to make conclusive and
binding  upon Tenant in favor of  Landlord,  Ground  Lessor,  and any  potential
Mortgagee or transferee  the statements  contained in such Estoppel  Certificate
without exception.

         Landlord shall upon request from Tenant (in connection  with a proposed
Occupancy  Transaction  under  Article  15),  but not more  than  twice  per any
calendar year, execute a statement certifying that (i) this Lease represents the
entire  agreement  between  Landlord and Tenant,  and is unmodified  and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying that this Lease, as so modified, is in full force and effect) and the
dates to which  rental  and other  charges  are paid in  advance,  if any,  (ii)
certifying the commencement  and termination  dates of the Lease Term, and (iii)
acknowledging that there are not, to Landlord's knowledge,  any uncured defaults
on the part of Tenant hereunder or specifying such defaults if any are claimed.

                                   ARTICLE 21
                                 QUIET ENJOYMENT

     Landlord agrees that Tenant, upon paying the rent and performing the terms,
covenants,  and conditions of this Lease,  may quietly have, hold, and enjoy the
Premises from and after Landlord's  delivery of the Premises to Tenant and until
the end of the Lease  Term,  subject,  however,  to those  matters to which this
Lease is or shall become subordinate.


                                   ARTICLE 22
                                    CONSENTS

     Wherever  in this  Lease  consent,  approval  or  permission  (collectively
referred to in this Article as  "consent")  is required,  such consent  shall be
given in writing  and shall not be  unreasonably  withheld  or  delayed,  unless
otherwise expressly provided.  Landlord shall not be deemed to have withheld its
consent  unreasonably  where Landlord's right to give its consent is conditioned
on  Landlord  obtaining  the  consent  of any other  person,  entity,  agency or
Governmental  Authority and such other person,  entity,  agency or  Governmental
Authority does withhold its consent.  If Landlord fails to give any consent that
a court later holds Landlord was required to give under the terms of this Lease,
Tenant shall be entitled solely to specific  performance and such other remedies
as may be  specifically  reserved to Tenant  under this  Lease,  but in no event
shall Landlord be responsible  for monetary  damages  (including  incidental and
consequential  damages) for such failure to give consent  unless said consent is
withheld  maliciously or in bad faith. The failure by Landlord to respond to any
request for consent  shall in no event be deemed  either  approval or refusal by
Landlord.

                                   ARTICLE 23
                                     NOTICES

     Wherever in this Lease it shall be required or  permitted  that any notice,
request,  report,  communication  or demand  (collectively,  "notice") be given,
served or  transmitted  by either  party to this Lease to or on the other,  such
notice  shall be in writing and shall be  personally  delivered  or forwarded by
certified mail, return receipt  requested,  or by nationally  recognized courier
service  providing  written  confirmation  of delivery,  to the addresses of the
parties  specified in Section 1.12. Notice shall be deemed to have been given or
served on the delivery date  indicated by the United  States  Postal  Service or
courier service on the return receipt or on the date such delivery is refused or
marked "undeliverable," unless Landlord or Tenant, as the case may be, is served
personally,  in which  event the date of personal  delivery  shall be deemed the
effective  date of notice.  Either  party may change  its  address by  providing
written  notice as  specified  herein;  provided,  however,  that all  addresses
provided  must  be  the  actual  street  address  of  a  residence  or  business
establishment.  The foregoing method of service shall be exclusive, and Landlord
and Tenant waive,  to the fullest extent  permitted  under law, the right to any
other  method of service  required  by any  statute or law now or  hereafter  in
force.  Whenever  multiple  notices are sent or multiple methods of transmitting
any notice are  utilized,  any time  period  that  commences  upon the giving or
deemed giving of such notice shall commence upon the earliest date such delivery
is  effectuated,  and such time shall not be  extended  by  operation  of law or
otherwise because of any later delivery of the same notice.


                                   ARTICLE 24
                                  ATTORNEY FEES

         If  either  Landlord  or Tenant  institutes  any  action or  proceeding
against  the other  relating  to the  provisions  of this  Lease or any  default
hereunder,  the nonprevailing party in such action or proceeding shall reimburse
the prevailing party for the reasonable  expenses of attorney fees and all costs
and disbursements incurred therein by the prevailing party,  including,  without
limitation,  any such fees, costs or  disbursements  incurred on any appeal from
such action or  proceeding.  The  prevailing  party shall recover all such fees,
costs or disbursements as costs taxable by the court in the action or proceeding
itself without the necessity for a  cross-action  by the  prevailing  party.  In
addition to the foregoing award of attorneys' fees,  costs and  disbursements to
the prevailing  party,  the prevailing party shall be entitled to its attorneys'
fees,  costs and  disbursements  in any post judgment  proceedings to collect or
enforce the judgment.  This  provision is separate and several and shall survive
the termination of this Lease.

                          ARTICLE 25 GENERAL PROVISIONS

     25.1 Binding  Effect.  The parties  hereto agree that all the provisions of
this Lease are to be  construed  as  covenants  and  agreements  and,  except as
otherwise specified, that said provisions shall bind and inure to the benefit of
the  parties  hereto  and  their  respective   heirs,   legal   representatives,
successors, and assigns.

     25.2 Right to Lease.  Landlord  shall have the  absolute  right to lease or
permit the use or occupancy of space in the  Shopping  Center as Landlord  shall
determine in its sole and absolute  judgment.  Tenant does not rely on the fact,
nor does  Landlord  represent,  that there shall be any  specific  occupants  or
minimum  occupancy level of space in the Shopping Center at any time (including,
without limitation, Major Tenants).

     25.3  Shopping  Center  Configuration.   Subject  to  Section  7.5,  Tenant
acknowledges  that  Exhibit A is for the purposes of  convenience  only and that
Landlord  reserves  the  right  at  any  time  during  initial  construction  or
thereafter to expand, reduce, remove,  demolish,  change,  renovate or construct
any existing or new  improvements  at the Shopping  Center,  including,  without
limitation, the Amusement Facility and/or the Enclosed Mall Gaming Areas.

     25.4 Claims by Brokers.  Tenant warrants that all negotiations with respect
to this Lease (including,  without limitation,  preliminary consideration of the
Premises,  relevant  economics  and final Lease  provisions)  were  accomplished
without the aid, intervention or employment of any broker or finder, of any kind
(with the exception of BDH Associates). Tenant shall indemnify, protect, defend,
and hold Landlord (and its partners, joint venturers, affiliates,  shareholders,
and property managers, and their respective officers, directors,  employees, and
agents)  harmless  from and  against  any and all  Claims  arising  out of or in
connection  with any Claims made by any person claiming to be a broker or finder
representing  Tenant with regard to this Lease  including,  without  limitation,
Claims for commissions and all costs of enforcing this indemnity against Tenant.

     25.5 Exhibits.  All exhibits  attached hereto are  incorporated  herein and
made a part of this Lease by reference as if fully set forth herein.

     25.6 Entire  Agreement;  Amendments to Lease.  There are no oral or written
agreements or  representations  between the parties hereto  affecting this Lease
not contained  herein.  This Lease  supersedes  and cancels any and all previous
negotiations, arrangements,  representations,  brochures, displays, projections,
estimates,  agreements,  and  understandings,  if any,  made by,  to, or between
Landlord and Tenant and their  respective  agents and employees  with respect to
the  subject  matter  thereof,  and none shall be used to  interpret,  construe,
supplement or contradict  this Lease.  This Lease,  and all amendments  thereto,
shall be  considered  to be the only  agreement  between the parties  hereto and
their  representatives  and agents.  To be effective and binding on Landlord and
Tenant,  any  amendment to the  provisions  of this Lease must be in writing and
executed by both parties in the same manner as this Lease itself.  Any amendment
to this Lease shall be prepared by Landlord.  Tenant shall reimburse Landlord on
demand for Landlord's reasonable costs, including attorney fees, incurred in the
preparation and handling of any amendment to this Lease requested by Tenant.

     25.7 Force  Majeure.  The  occurrence of any of the following  events shall
excuse such obligations of Landlord or Tenant as are thereby rendered impossible
or reasonably impracticable for so long as such obligation remains impossible or
reasonably impracticable to perform: strikes,  lockouts, labor disputes, acts of
God, inability to obtain labor,  materials or reasonable  substitutes  therefor,
governmental  restrictions,  regulations or controls,  judicial orders, enemy or
hostile governmental action, civil commotion,  fire or other casualty, and other
causes  beyond  the  reasonable  control  of the  party  obligated  to  perform.
Notwithstanding the foregoing (a) the occurrence of such events shall not excuse
Tenant's  obligations  to pay Rent or excuse such  obligations as this Lease may
otherwise  impose on the party to obey,  remedy or avoid such  event,  provided,
however,  that delays in opening for business  resulting  from reasons set forth
herein  shall abate  Tenant's  obligation  to  initially  open for  business and
commence payment of Rent for a period equal to the length of such delay and (b),
should the work performed by Tenant or Tenant's  contractor  result in a strike,
lockout  and/or labor dispute,  such strike,  lockout and/or labor dispute shall
not excuse Tenant's performance or obligation to pay Rent.

     25.8  Venue.  The laws of the state  where the  Shopping  Center is located
shall govern the validity,  performance, and enforcement of this Lease. Landlord
and Tenant consent to personal  jurisdiction and venue in the state and judicial
district in which the Shopping Center is located.

     25.9 Labor Disputes.  Tenant shall construct,  or cause Tenant's contractor
to construct,  all  Improvements  in such a manner as to avoid any labor dispute
that causes or is likely to cause stoppage or impairment of work,  deliveries or
any other services in the Shopping  Center.  If 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,  without limitation, (a)
removing all  disputants  from the job site until such time as the labor dispute
no longer exists, (b) seeking a temporary restraining order and other injunctive
relief with regard to illegal union  activities or a breach of contract  between
Tenant and Tenant's contractor, and (c) filing appropriate unfair labor practice
charges.

     25.10 Bankruptcy. Federal bankruptcy code shall govern with respect to this
Lease and in no event shall any provision of this Lease be deemed to be a waiver
by either party of its rights under such code.

     25.11 No  Presumption.  Although the  provisions of this Lease were drafted
primarily by Landlord,  the parties hereto agree that such fact shall not create
any  presumption,  construction  or implication  favoring the position of either
Landlord or Tenant.  The parties  agree that any deletion of language  from this
Lease prior to its  execution  by Landlord  and Tenant shall not be construed to
have  any  particular  meaning  or to raise  any  presumption,  construction  or
implication,  including,  without  limitation,  any implication that the parties
intended thereby to state the opposite of the deleted language.  The captions of
the  Articles  and  Sections  of this Lease are for  convenience  only,  are not
operative  parts of this Lease and do not in any way limit or amplify  the terms
and provisions of this Lease.

     25.12 No  Waiver.  The  waiver by  Landlord  or Tenant of any breach of any
term, covenant or condition contained in this Lease shall not be deemed a waiver
of such term,  covenant or condition of any subsequent breach thereof, or of any
other term,  covenant or condition  contained  in this Lease.  The consent to or
approval  by Landlord  or Tenant of any act by the other  party  requiring  such
consent  or  approval  shall  not be  deemed  to  waive  or  render  unnecessary
Landlord's or Tenant's  consent to or approval of any subsequent  similar act by
the other party. Landlord's subsequent acceptance of partial Rent or performance
by Tenant  shall not be deemed to be an accord and  satisfaction  or a waiver of
any preceding breach by Tenant of any term,  covenant or condition of this Lease
or of any right of  Landlord  to a  forfeiture  of this  Lease by reason of such
breach,  regardless of Landlord's knowledge of such preceding breach at the time
of Landlord's acceptance.  No term, covenant or condition of this Lease shall be
deemed to have been  waived by  Landlord  or  Tenant  unless  such  waiver is in
writing and executed by such party.

     25.13 Nondiscrimination. Landlord and Tenant covenant for themselves, their
heirs,  executors,  administrators,  successors,  and  assigns  and all  persons
claiming under or through them, that there shall be no discrimination against or
segregation  of any  person  or group of  persons  on  account  of race,  color,
religion,  creed,  sex,  marital status,  sexual  orientation,  national origin,
ancestry,   age,  physical  handicap  or  medical  condition,  in  the  leasing,
subleasing,  transferring,  use, occupancy,  tenure or enjoyment of the Premises
herein leased,  and Tenant and any person claiming under or through Tenant shall
not  establish or permit any such  practice or practices  of  discrimination  or
segregation with reference to the selection,  location, number, use or occupancy
of tenants, subtenants, licensees, vendees or customers in the Premises.

     25.14  Parties.  If two (2) or more  persons or  corporations  execute this
Lease as Tenant, the word "Tenant" as used in this Lease shall refer to all such
persons or  corporations,  and the liability of such persons or corporations for
compliance with and performance of all the terms,  covenants,  and conditions of
this Lease shall be joint and several.  The masculine  pronoun used herein shall
include  the  feminine  or the  neuter,  as the case may be,  and the use of the
singular shall include the plural.

     25.15 Real Estate Investment Trust.  During the Lease Term or any extension
thereof,  should a real estate investment trust become Landlord  hereunder,  all
provisions  of this  Lease  shall  remain  in full  force and  effect  except as
modified by this Section.  If Landlord in good faith  determines that its status
as a real estate  investment  trust under the provisions of the Internal Revenue
Code of 1986, as heretofore or hereafter amended, will be jeopardized because of
any provision of this Lease,  Landlord may request reasonable amendments to this
Lease,  and Tenant will not  unreasonably  withhold,  delay or defer its consent
thereto,  provided  that  such  amendments  do not  (a)  increase  the  monetary
obligations,  decrease the rights, or materially increase any other obligations,
of Tenant  pursuant to this Lease or (b) in any other  manner  adversely  affect
Tenant's interest in the Premises.

     25.16 Relationship of the Parties. Nothing contained in this Lease shall be
deemed or construed as creating a partnership,  joint venture,  principal-agent,
or  employer-employee  relationship  between  Landlord  and any other  person or
entity  (including,  without  limitation,  Tenant) or as causing  Landlord to be
responsible  in any way for the debts or  obligations  of such  other  person or
entity.

     25.17 Sale or  Mortgage  by  Landlord.  If  Landlord,  at any time,  sells,
conveys,  transfers or otherwise  divests  itself or is divested of its interest
("transfer") in the Premises,  other than a transfer for security purposes only,
Landlord shall be relieved of all obligations and liabilities accruing hereunder
after the effective date of said transfer, provided that any Security Deposit or
other funds of Tenant then being held by Landlord are  delivered  to  Landlord's
successor.  The  obligations  to be  performed  by Landlord  hereunder  shall be
binding on  Landlord's  successors  and  assigns  only during  their  respective
periods of ownership.

     25.18  Severability.  If any provision of this Lease shall be determined to
be void by any court of competent  jurisdiction,  then such determination  shall
not affect any other  provision  of this  Lease,  and all such other  provisions
shall remain in full force and effect. It is the intention of the parties hereto
that,  if any  provision of this Lease is capable of two  constructions,  one of
which would  render the  provision  void and the other of which would render the
provision  valid,  then the  provision  shall have the meaning  that  renders it
valid.

     25.19 Time of  Essence.  Time is of the essence in the  performance  of all
covenants and conditions of this Lease.

     25.20 Waiver of Trial by Jury. Landlord and Tenant hereby waive any and all
rights to a trial by jury in any action,  proceeding or counterclaim  (including
any claim for injury or damage and any emergency and other  statutory  remedy in
respect  thereof)  brought by either against the other on any matter arising out
of or in any way connected  with this Lease,  the  relationship  of Landlord and
Tenant, and/or Tenant's use or occupancy of the Premises.

     25.21 Warranty of Authority. Tenant represents,  covenants, and warrants to
Landlord  as of the  Effective  Date that the  signatories  signing on behalf of
Tenant have the requisite authority to bind Tenant.  Further, if the Tenant is a
corporation, Tenant represents, covenants, and warrants to Landlord that: (a) as
of the Effective Date, Tenant is a duly constituted corporation in good standing
and qualified to do business in the state where the Shopping  Center is located,
(b) Tenant has paid all applicable franchise and corporate taxes, and (c) Tenant
will file when due all forms,  reports,  fees, and other documents  necessary to
comply with applicable laws.

     25.22 Tenant's  Financial  Statements.  On a quarterly basis,  Tenant shall
submit copies of Tenant's Form 10-QB  quarterly  report to Landlord,  in care of
the Chief  Financial  Officer of  TrizecHahn  Centers  (or any other  individual
Landlord  notifies  Tenant  of in  writing  at a  later  date),  at the  address
specified  in Section 1.12 within sixty (60) days of filing said report with the
Securities  and  Exchange  Commission  pursuant  to  Section  13 or 15(d) of the
Securities Exchange Act of 1934. Failing or refusing to comply with this Section
25.22 within ten (10) days of Landlord's  written  request,  shall  constitute a
default by Tenant and a breach of this Lease.

                                   ARTICLE 26
                                SECURITY DEPOSIT

     26.1 Payment.  On or before the Effective  Date,  Tenant shall pay Landlord
the Security  Deposit as security for the faithful  performance by Tenant of all
of its obligations under this Lease.  Landlord shall not be required to hold the
Security Deposit and, if Landlord does hold the Security Deposit, Landlord shall
not be liable for interest,  except as required herein and shall not be required
to hold the Security  Deposit in a segregated  account except as may be required
by applicable  law or any  Mortgagee.  Anything to the contrary  notwithstanding
contained  in Article 26, upon  receipt  from Tenant of the sum of  Twenty-Seven
Thousand  Eighty-Eight and 86/100 Dollars  ($27,088.86),  Landlord shall deposit
such sum in an interest bearing account with a federally insured bank or savings
and loan  association.  Landlord  shall hold the  account as a Security  Deposit
under the terms and conditions set forth in Article 26. All interest or earnings
accruing on Tenant's  Security Deposit from said account shall be paid to Tenant
at the end of each year of the Lease Term,  within  thirty (30) days of Tenant's
written request  therefor,  provided Tenant is not, and has not been, in default
under the terms of the Lease during the preceding year.

     26.2  Application.  If any of the rentals herein  reserved or any other sum
payable by Tenant to Landlord shall be overdue and unpaid or paid by Landlord on
behalf of Tenant,  or if Tenant  shall fail to  perform  any of its  obligations
under this Lease,  then Landlord may, at its option and without prejudice to any
other remedy which Landlord may have on account  thereof,  appropriate and apply
all or a portion of the  Security  Deposit to  compensate  Landlord  for Minimum
Annual Rent,  Additional Rent, loss or damage sustained by Landlord,  and Tenant
shall  forthwith  restore said Security  Deposit to the original sum  deposited.
Should  Tenant  comply with all of said  obligations  and  promptly  pay all the
rentals when due and all other sums payable by Tenant to Landlord,  the Security
Deposit  shall be  refunded  in full to  Tenant  at the  expiration  or  earlier
termination of the Lease Term, subject to the provisions of Section 26.3.

     26.3 Return of Security  Deposit.  Provided  Tenant (i) initially opens for
business  within  sixty (60) days of the time limits set forth in Section  11.1;
(ii) is not  currently in default,  which default  remains  uncured for the time
period set forth in Section 16.2, nor has been in default of any of the terms or
provisions of this Lease during the Lease Term beyond the time period to cure as
set forth in Section 16.2; (iii) is the tenant entity specified in Article 1, or
any permitted Transferee pursuant to Article 15, Section 15.8 of this Lease; and
(iv) has a net worth and working  capital  equal to or greater than Tenant's net
worth and  working  capital  as of the  Effective  Date,  then at the end of the
thirty-sixth  (36th)  full  month of the Lease  Term and upon  Tenant's  written
request,  Landlord shall apply the Security  Deposit to Tenant's  Minimum Annual
Rent  beginning  with the Minimum  Annual Rent due on the first (1st) day of the
calendar month  following  Landlord's  receipt of Tenant's  written  request and
continuing  each  subsequent  month until the entire  Security  Deposit has been
exhausted and further  provided  that during the months the Security  Deposit is
applied to Minimum Annual Rent, Tenant shall pay all other charges called for in
the manner  provided  for in this Lease.  In the event  Tenant is or has been in
default  beyond the time period to cure as set forth in Section  16.2,  does not
comply with the conditions set forth in this Lease, or if Tenant's net worth and
working  capital is not equal to or greater than  Tenant's net worth and working
capital as of the  Effective  Date,  the Security  Deposit  shall be retained by
Landlord until the expiration or earlier termination of this Lease.

FASHION OUTLET OF LAS VEGAS ASSOCIATES,
a Nevada general partnership

By: TrizecHahn Factory Shops Inc.,
a Delaware corporation,
as managing general partner

By: TrizecHahn Centers Management Inc.,
a California corporation,
as its attorney-in-fact

By:
Name:
Title:

By:
Name:
Title:
LANDLORD




TOYS INTERNATIONAL,
a California corporation


By:

Name:
(Type or Print Name)
Title:

By:

Name:
(Type or Print Name)
Title:
TENANT






<PAGE>


                                    EXHIBIT B
                                  DEFINED TERMS


     Unless otherwise  indicated,  all references to Articles and Sections shall
be deemed to refer to Articles and Sections of this Lease.

     "Additional  Rent"  means all sums of money  required  to be paid by Tenant
under this Lease with the exception of Minimum Annual Rent.

     "Administrative  Fee" means an amount equal to fifteen percent (15%) of the
amount of expenses or other amounts with respect to which the Administrative Fee
is payable as set forth in particular Articles and Sections of this Lease.

     "Air Conditioning Charge" is defined in Section 6.6.

     "Air  Conditioning  System" means the air  conditioning  system serving the
Premises  either  exclusively  or in common with other  tenants of the  Shopping
Center,  including  all  pipes,  ducts,  machinery,   fans,  coolers,  chillers,
condensers, and other equipment used in connection therewith.

     "Amortization  of Capital Items" shall mean the amortization of any capital
item costing  Twenty-Five  Thousand Dollars ($25,000) or more with a useful life
(as determined in accordance with generally accepted  accounting  principles) in
excess  of five (5)  years.  Amortization  shall be, in lieu of the full cost of
such item,  over said useful life and shall include an interest  factor based on
the Interest Rate.

     "Amusement  Facility"  means any amusement  facility (by way of example,  a
roller  coaster  or thrill  ride)  that may,  at  Landlord's  sole and  absolute
discretion, be operated in the Shopping Center.

     "Associated Person" is defined in Section 9.4(c).

     "Breakpoint"  for any specific period means the amount obtained by dividing
the Minimum  Annual Rent payable  during such period by the percentage set forth
in Section 1.10 for the calculation of Percentage Rent.

     "CFM" means cubic feet of air per minute.

     "CPI  Adjustment  Procedures"  shall mean the  method by which  adjustments
shall be made to a sum of money  Tenant  must pay  Landlord  ("Base  Amount") in
accordance with percentage increases, if any, in the Department of Labor, Bureau
of Labor  Statistics,  Consumer Price Index for All Urban  Consumers,  U.S. City
Average,  Subgroup  "All  Items"  (1982-84  = 100),  referred  to  herein as the
"Index." The procedure for making such adjustments shall be to increase the Base
Amount by a percentage  equal to the percentage  increase,  if any, in the Index
for the Month of  Adjustment  as compared  to the Index for the Base Month.  The
terms "Month of Adjustment" and "Base Month," as used herein, are defined in the
applicable  Articles of this Lease.  If at any time there is no Index,  Landlord
shall  substitute any official index published by the Bureau of Labor Statistics
or by such successor or similar  governmental agency as may then be in existence
and shall be most nearly equivalent thereto.

     "Casino(s)"  means the  hotel/casino  operation(s)  located adjacent to the
Shopping Center.

     "Change  of  Control"  means  the  transfer  by  sale,  assignment,  death,
incompetency,  mortgage, deed of trust, trust, operation of law, or otherwise of
any shares,  voting rights or ownership  interests which will result in a change
in the  identity  of the  person or  persons  exercising,  or who may  exercise,
effective  control of Tenant,  unless  such change  results  from the trading of
shares  listed on a  recognized  public stock  exchange.  If Tenant is a private
corporation  whose stock becomes publicly held, the transfers of such stock from
private  to  public   ownership  shall  not  be  deemed  a  Change  of  Control.
Notwithstanding the foregoing to the contrary, any transfer of stock in Tenant's
corporation  between  present   stockholders,   to  family  members  of  present
stockholders,  or for bona fide estate  planning  purposes shall not be deemed a
Change of Control so long as the  Tenant  entity  does not change as a result of
such transfer.

     "Claims" means any claim, demand, investigation,  proceeding, action, suit,
judgment,  award, fine, lien, loss, damage,  expense, charge or cost of any kind
or character and liability (including reasonable attorney fees and court costs).

     "Commencement  Date"  means the  earlier to occur of (i) the date  Landlord
tenders  possession of the Premises to Tenant or Tenant's agent or (ii) the date
Tenant or Tenant's agent occupies the Premises for any purpose.

     "Common Area" means all improved and unimproved areas within the boundaries
of the Shopping  Center  (including  additional land acquired by Landlord) which
are made  available  from time to time for the  general  use,  convenience,  and
benefit  of  Landlord,  other  persons  entitled  to occupy  any  portion of the
Shopping  Center  and/or their  customers,  patrons,  employees,  and  invitees,
including,  without  limitation,  all automobile  parking areas and  structures,
floors, ceilings, roofs, skylights,  windows, driveways, open or enclosed malls,
food court seating  areas,  sidewalks,  curbs,  and landscaped  areas,  and such
public transportation facilities and landscaped areas as are contiguous with and
benefit the Shopping Center. "Common Area Expenses" is defined in Section 7.3.

     "Construction  Allowance" means that amount, if any, payable by Landlord in
accordance with Exhibit C-Addendum.

     "Denial" is defined in Section 9.4(c).

     "Effective  Date" means the earlier of (i) the  Execution  Date or (ii) the
Commencement Date.

     "Enclosed  Mall Gaming  Areas" means areas  located  within the Common Area
designated by Landlord for gaming.

     "Encumbrance"  means any  conditional,  contingent or deferred  assignment,
sublease  or  conveyance  voluntarily  made by Tenant of some or all of Tenant's
interest,  rights or duties in this Lease or the  Premises,  including  Tenant's
right to use,  occupy or possess the Premises,  in whole or in part,  including,
without limitation,  any mortgage, deed of trust, pledge,  hypothecation,  lien,
franchise, license, concession or other security arrangement.

     "Engineered  Value" means the total CFM, or the total GPM, which Tenant has
calculated  under Exhibit F as necessary  for supply to the  Premises,  or which
have been  calculated as necessary for supply to other leasable  premises in the
Shopping Center.

     "Estoppel  Certificate" means a document  stipulation  substantially in the
form of Exhibit E.

     "Execution  Date" means that date set forth in the first  paragraph of this
Lease upon which this Lease is fully executed by Landlord and Tenant.

     "Exhibit C Rent" means the rental payable by Tenant for Landlord's Work and
is more specifically set forth in Section 1.15.

     "Expiration Date" means that date set forth in Section 1.7.

     "Floor Area" means the square footage of the Premises  described in Article
1 (or, where applicable, of other premises located in a building or buildings of
the Shopping Center) without deduction for the width of or space occupied by air
conditioning  units that  exclusively  serve and are located within the Premises
and/or by columns,  sprinkler risers, roof drains,  structural braces, expansion
joints and/or shear walls,  measured from the exterior surface of building walls
(and extensions thereof, in the case of openings),  from the exterior surface of
Perimeter  Demising  Partitions,  from  the  center  line of  Interior  Demising
Partitions or vertical neutral strips and from any Lease Line, all of which form
the perimeter of the Premises.

     "Food  Court"  means that area,  if any, of the  Shopping  Center for which
specific  Common  Area is  designated  by  Landlord,  in its sole  and  absolute
discretion,   for  the  purpose  of  providing  facilities  to  accommodate  the
consumption  of food and  beverages  by  customers  of food use  tenants  in the
Shopping Center.

     "Food Court  Expenses"  means Common Area Expenses  which are  attributable
solely to the operation and use of the Food Court.

     "GPM" means gallons of water or fluid per minute.

     "Gaming  Activities" means any use,  operation,  business or other activity
which requires a license or a determination  of suitability,  approval or permit
from any Gaming Authority.

     "Gaming  Authority" means the Nevada Gaming  Commission,  and/or the Nevada
State Gaming  Control  Board,  and/or the Clark County Liquor and Gaming License
Board,  and/or any other agency or  authority of the State of Nevada  regulating
the business of gambling.

     "Governmental  Authority" means any federal,  state,  county, city or local
governmental  board, body or agency having jurisdiction over the Premises or the
Shopping Center or any part thereof.

     "Gross Sales" means the proceeds of all sales and/or other revenue  derived
or made from the Premises  adjusted to exclude or deduct,  as applicable,  Gross
Sales Adjustments and including, without limitation,  merchandise,  goods and/or
services sold, leased, licensed or otherwise transferred in or from the Premises
by Tenant, its subtenants,  licensees, and concessionaires,  whether for cash or
on credit and whether made by store  personnel or by approved  vending or gaming
machines.  Gross Sales shall not include any  government  imposed taxes upon the
sale of merchandise or services which are collected  separately from the selling
price and paid  directly  to the  taxing  authority.  All sales  and/or  revenue
originating  at the  Premises  shall be  considered  Gross  Sales,  even  though
bookkeeping  and payment of the account may be  transferred to another place for
collection and even though actual filling and/or delivery of the merchandise may
be made from a place other than the  Premises.  Each sale upon  installments  or
credit  shall be  treated as a sale for the full sale price at the time of sale.
Gift  Certificates  shall be included in Gross Sales upon the redemption of same
at the Premises.

     "Gross  Sales  Adjustments"  means the  following  items but same  shall be
deducted (as opposed to excluded) from Gross Sales only to the extent previously
reported as Gross Sales:  interest,  service or sales carrying charges collected
separately  from the selling price and paid by customers to Tenant for extension
of credit;  the  selling  price of all  merchandise  returned by  customers  and
accepted  for full  credit or the amount of  discounts  made  thereon;  sums and
credits  received in the settlement of Claims for loss or damage to merchandise;
the price allowed on merchandise traded in by customers for credit or the amount
of credit for  discounts  and  allowances  made in lieu of  acceptance  thereof;
alteration  workroom charges and delivery charges at Tenant's cost and collected
separately  from the selling  price;  receipts from vending  machines  installed
solely for Tenant's employees; transfers of merchandise between Tenant's stores,
and sales of fixtures,  equipment or property  which are not stock in trade.  In
addition,  the following may be included as a Gross Sales  Adjustment (but shall
be  deducted  (as  opposed  to  excluded)  from  Gross  Sales only to the extent
previously reported as Gross Sales); provided that (i) through (iii) below shall
not exceed a total of two  percent  (2%) of  Tenant's  Gross Sales in any single
calendar year:

     (i) Bad checks and/or debts, provided that if subsequently collected,  said
checks and/or debts shall be included within Gross Sales in the calendar year in
which subsequently collected;

     (ii) The discount  permitted on sales to employees actually employed at the
Premises; and

     (iii)  Fees  paid  by  Tenant  to  credit  card  companies  and/or  banking
institutions in accordance with credit card purchase plans.

     "Ground Lease" means the  agreement(s)  whereby  Landlord holds a leasehold
interest  in the land (or any part  thereof)  on which  the  Shopping  Center is
located.

     "Ground Lessor" means the lessor under the Ground Lease.

     "Hazardous Materials" means any chemical,  compound, material, substance or
other matter that: (a) is defined as a hazardous  substance,  hazardous material
or  waste,  or  toxic  substance  under  any  Hazardous  Materials  Law,  (b) is
regulated,  controlled or governed by any Hazardous Materials Law or other Legal
Requirement,  (c) is  petroleum  or a  petroleum  product,  or (d) is  asbestos,
formaldehyde, radioactive material, drug, bacteria, virus, or other injurious or
potentially   injurious  material  (by  itself  or  in  combination  with  other
materials).

     "Hazardous Materials Laws" means any and all federal,  state or local laws,
ordinances,  rules, decrees, orders,  regulations or court decisions relating to
hazardous  substances,  hazardous materials,  hazardous waste, toxic substances,
environmental conditions on, under or about the Premises or the Shopping Center,
or soil  and  ground  water  conditions,  including,  but not  limited  to,  the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
the  Resource   Conservation   and  Recovery   Act,  the   Hazardous   Materials
Transportation   Act,  the   California   Hazardous   Waste   Control  Act,  the
Carpenter-Presley-Tanner  Hazardous  Substances  Account Act, the Porter-Cologne
Water Quality  Control Act, Nevada Revised Statues ("NRS") Ch. 459, NRS Sections
618.750-618.850  inclusive,  NRS Section  477.045,  any other Legal  Requirement
concerning hazardous or toxic substances, and any amendments to the foregoing.

     "Improvements"   means   all   permanent   and   nonstructural    fixtures,
installations, alterations, replacements, additions, changes and/or improvements
to the Premises.

     "Initial  Assessment"  means  the sum  payable  by  Tenant  as set forth in
Section 1.16 and provided for in Section 8.4.

     "Insured  Casualty"  means  damage or  destruction  the  repair of which is
covered to the extent of at least fifty  percent (50%) of the  replacement  cost
thereof (with  deductibles,  self-insurance  and co-insurance being deemed to be
"covered")  by  insurance  proceeds  received by or made  available  to Landlord
pursuant to any insurance  policy actually  carried or required to be carried by
Landlord under the terms of this Lease.

     "Interest  Rate" means the lesser of (i) the maximum  lawful rate permitted
by usury or similar law in the State in which the Shopping  Center is located to
be charged by Landlord to Tenant,  or (ii) two percent (2%) above the annualized
rate of interest  publicly  announced from time to time by Bank of America NT&SA
in San Francisco,  California, as its "prime rate" or "reference rate," and such
interest shall be computed on the basis of monthly  compounding with actual days
elapsed compared to a 360-day year.

     "Interior  Demising  Partitions"  means partitions  separating the Premises
from adjacent space occupied or intended to be occupied by another tenant.

     "Interior  Mall" means that  portion of the Common Area,  if any,  which is
located in the interior facing portion of the Shopping Center.

     "Interior  Mall  Expenses"  shall  mean  Common  Area  Expenses  which  are
attributable solely to the operation and use of the Interior Mall.

     "Landlord" is defined in Article 1.

     "Landlord's Work" is defined in Exhibit C.

     "Lease  Line"  means any  imaginary  or defined  line which  separates  the
Premises  from all areas of the  Shopping  Center  other  than the  premises  of
adjacent tenants and which is shown in the Tenant Package.

     "Lease Term" is defined in Section 3.1.

     "Legal Requirement" means, to the extent applicable,  (i) any law, statute,
ordinance,  regulation,  rule, requirement,  order, court decision or procedural
requirement of any Governmental Authority, (ii) the rules and regulations of the
applicable  governmental  insurance  authority  or any similar  body,  (iii) the
requirements of the REA and/or the Ground Lease (including,  but not limited to,
water  conservation  measures  required  thereunder),  and (iv)  the  reasonable
requirements of any Mortgagee.  References  herein to "law" or "lawful"  include
Legal Requirements or the full and strict compliance with Legal Requirements, as
applicable.

     "Licensees" means occupants of Floor Area pursuant to occupancy  agreements
with terms of less than one (1) year.

     "Licensees'  Contribution"  means the contribution that Landlord has agreed
to make in an  amount  equal to five  percent  (5%) of the  license  fee  income
received by Landlord from Licensees during a calendar year.

     "Licensees' Floor Area" means the Floor Area occupied by Licensees.

     "Major Destruction" means destruction  (whether or not an Insured Casualty)
to an extent of more than twenty-five percent (25%) of the full replacement cost
of the Premises,  the Casino,  or Shopping Center, as the case may be, as of the
date of  destruction,  or destruction to the Shopping Center that results in the
termination of the leases of tenants therein  representing more than twenty-five
percent (25%) of the Floor Area thereof.

     "Major  Tenants"  means  collectively  (i) any premises  (or the  occupants
thereof)  at the  Shopping  Center used  primarily  for  events,  meetings,  and
operations conducted on a nonprofit basis for the benefit of the community,  and
(ii)  premises  (or the  occupants  thereof)  that contain at least ten thousand
(10,000)  square feet of contiguous  (i.e.,  not separated by Interior  Demising
Partitions) Floor Area.

     "Major Tenants' Floor Area" means the Floor Area of the Major Tenants.

     "Mall  Tenants"  means those  tenants  occupying  premises in the  Shopping
Center that front onto the Interior Mall.

     "Manufacturer's Outlet" means a retail store selling brand name merchandise
manufactured  by, or exclusively  for, Tenant and/or sold in Tenant's full price
retail stores,  and  discounted by an average of twenty-five  percent (25%) from
the actual,  full retail price (exclusive of sales prices) thereof as offered in
Tenant's (or Tenant's affiliates') full price retail stores.

     "Marketing  Assessment"  means  the sum  payable  by Tenant as set forth in
Section 1.11 and provided for in Article 8.

     "Marketing Fund" is defined in Section 8.1.

     "Merchants' Association" is defined in Section 8.1.

     "Minimum  Annual  Rent" means the rental  payable by Tenant for the use and
occupancy of the Premises and is more specifically set forth in Section 1.9.

     "Mortgage"  means  any  mortgage,  deed  of  trust,  assignment,   security
agreement,  conditional  sale contract or other  encumbrance or hypothecation of
any of  Landlord's  interest in the real and personal  property  comprising  the
Shopping  Center  (including  all  subsequent  amendments,   modifications,  and
advances thereto), including an assignment or encumbrance of Landlord's interest
in this Lease and the rents and profits derived therefrom. "Mortgage" shall also
include  the  Ground  Lease  or  similar  instrument  whereby  Landlord  holds a
leasehold interest in the Shopping Center or any part thereof.

     "Mortgagee"  means  the  holder/trustee,  beneficiary  or  assignee  of any
Mortgage, or any lessor under any ground lease or similar instrument.

     "Occupancy Transaction" means any Transfer, Encumbrance, Change of Control,
or other  arrangement  whereby  the  identity  of the person or  persons  using,
occupying or possessing the Premises changes or may change,  whether such change
be of an immediate, deferred, conditional, exclusive, nonexclusive, permanent or
temporary nature.

     "Percentage  Rent"  means  the  rental  payable  by  Tenant as set forth in
Section 1.10 and pursuant to Section 4.3.

     "Perimeter  Demising  Partitions" means partitions  separating the Premises
from the Common Area.

     "Permitted Contractor" is defined in Exhibit C, Section V.A.

     "Permitted  Use" means the  permitted  use of the  Premises as set forth in
Section 1.13.

     "Personal Property" means trade fixtures,  furniture,  furnishings,  signs,
and other personal property not permanently affixed to the Premises.

     "Phase I" means the Shopping Center as shown on Exhibit A.

     "Phase II" means the subsequent  expansion,  if any, of the Shopping Center
after the construction of Phase I.

     "Premises" means the commercial space described in Section 1.4 from the top
of the floor to the  underside  of the  structure  above and  exclusive  of such
conduits,  facilities,  and structures as may be located in the Premises for the
use and benefit of Landlord and/or other tenants.

     "REA" means that certain  document  entitled  "Construction,  Operation and
Reciprocal  Easement  Agreement"  (or such other similar  title)  respecting the
certain  rights  and  obligations  of the  Landlord,  the owner or owners of the
Casino,  and/or  the owner or owners of the real  property  comprising  all or a
portion of the Shopping Center or the Shopping  Center and the Casino  property,
which has been or will be recorded  against  such real  property and as amended,
supplemented and/or restated from time to time.

     "Reconstruction" means demolition,  stabilization,  repair, reconstruction,
and restoration of the Premises,  Building or Shopping  Center,  as the case may
be, resulting from an Insured Casualty or Uninsured Casualty.

     "Rent"  means all  amounts  of  Minimum  Annual  Rent and  Additional  Rent
required to be paid by Tenant under this Lease.

     "Rent Commencement Date" means that date determined as set forth in Section
1.8.

     "Responsible  Officer" of Tenant shall mean all individuals  doing business
as  Tenant,  an  individual  general  partner  if  Tenant  is a  partnership,  a
responsible  officer  of Tenant if Tenant  is a  corporation,  or a  responsible
officer of any  corporate  general  partner of Tenant if Tenant is a partnership
with one or more corporate partners.

     "Security  Deposit"  means the amount,  if any,  specifically  set forth in
Section 1.14.

     "Shopping  Center" means that  commercial  property named in Section 1.4 of
this Lease,  as the same may from time to time be  expanded,  reduced,  altered,
reconstructed or otherwise changed.

     "Substantial  Completion"  means the date  Landlord  notifies  Tenant  that
Landlord's  Work has been  completed  to the point  where  Tenant  may  commence
construction  of Tenant's  Work,  it being  understood  that  Landlord  will not
complete all items of  Landlord's  Work until Tenant has  completed  portions of
Tenant's Work to the point where  Landlord may reenter the Premises and complete
Landlord's Work.

     "Target Delivery Date" means that date set forth in Section 1.6.

     "Tenant  Package"  means  (i) the  tenant  design  manual/package  and (ii)
technical  handbook setting forth specific criteria for Tenant's Work, as either
may be  amended  from  time to  time.  The  Tenant  Package  shall  provide  for
architectural, construction, mechanical, and Utilities standards, specifications
and  criteria  established  by  Landlord,  from time to time,  for the  Shopping
Center, including, without limitation, standards,  specifications,  and criteria
for storefronts, interior improvements, and signs.

     "Tenant's Work" is defined in Exhibit C and the Tenant Package.

     "Tenant's Plans" means calculations,  specifications, designs, and drawings
which pertain to Tenant's Work and/or other Improvements and which are described
in Exhibit C, Description of Tenant's Work.

     "Trade Name" means the name set forth in Section 1.3.

     "Transfer" means any voluntary,  unconditional,  and present (i) assignment
of some or all of Tenant's  interest,  rights,  and duties in this Lease and the
Premises,  including Tenant's right to use, occupy, and possess the Premises, or
(ii) sublease of Tenant's  right to use,  occupy,  and possess the Premises,  in
whole or in part.

     "Transferee"   means   the   proposed   assignee,   sublessee,   mortgagee,
beneficiary,  pledgee or other recipient of Tenant's interest,  rights or duties
in this Lease or the Premises in an Occupancy Transaction.

     "Uninsured  Casualty"  means damage or  destruction  that is not an Insured
Casualty.

     "Utilities"  means the services of sewage removal and treatment,  treatment
and delivery of water,  electricity,  natural gas (if  permitted  by  Landlord),
telephone service and other services such as satellite data transmission,  cable
systems, and security systems.

     "Utilities Charge" is defined in Section 6.3.

     "Utility Installations" means any and all systems,  machinery,  facilities,
installations, supply lines, transformers, pipes, conduits, ducts, penetrations,
components,  appurtenances,  and  equipment  used in or in  connection  with the
Shopping Center for the generation or supply of Utilities.





<PAGE>
                                    EXHIBIT C
                           FASHION OUTLET OF LAS VEGAS
                                  PRIMM, NEVADA

      PROVISIONS RELATING TO THE DESIGN AND CONSTRUCTION OF TENANT'S STORE


I.       DESCRIPTION OF LANDLORD'S WORK.

     A. General.  "Landlord's  Work" shall be limited to the  performance of the
improvements described in this Section I.

     B. Structure.  Landlord's  architect shall design the building in which the
Premises are located.  Said building  shall be  constructed  and  sprinklered in
accordance  with the  building  codes in  effect in the  jurisdiction  where the
Shopping  Center is located as of the time of the  initial  construction  of the
Shopping Center.  Construction of the building in which the Premises are located
shall not be less than Type I. Exterior walls shall be masonry,  metal studs and
plaster or such other  material  or  materials  as  Landlord's  architect  shall
select.

     C. Vanilla  Shell.  Landlord  shall perform the following  "Vanilla  Shell"
work:

     1. Partitions.  Landlord shall provide  partitions  separating the restroom
(pursuant to Paragraph 4 below) from the remainder of the  Premises,  as well as
Interior Demising Partitions and Perimeter Demising  Partitions,  as applicable.
All such demising  partitions shall be unfinished  masonry,  concrete,  or metal
studs,  at  Landlord's  option,  twenty four  inches  (24") on center and to the
underside of the  structure  above,  or to a height of fourteen  feet six inches
(14'-6"), and shall include 5/8" type x gypboard,  taped, textured and ready for
paint.  Where  such  partitions  fall on  structural  column  lines,  braces  or
expansion  joints,  projections  may  occur.  A vertical  neutral  strip will be
located at the storefront area, between stores. A bulkhead will be located above
the  Premises  storefront  at a minimum  height of twelve  feet  (12'-O")  and a
maximum height of fourteen feet (14'-O") above finished floor. The neutral strip
and bulkhead shall be finished  within the interior of the Premises by 5/8" type
x  gypboard,  taped,  textured  and ready for paint,  and the finish  facing the
enclosed mall shall be in keeping with the mall decor.

     2. Floor.  Concrete  floor slabs within the interior of the Premises and in
any  entranceways  shall have a smooth  finish.  Such floor shall be on a single
plane without depressions or raised areas.

     3. Ceiling.  Landlord shall leave the ceiling area exposed to the structure
above.  At Landlord's  option,  thermal  insulation,  fire proofing,  electrical
conduits,  air conditioning  ducts,  plumbing pipes, fire sprinkler piping, etc.
will be exposed on the underside of the building structure.

     4.  Restroom.  Landlord  shall  construct one (1) restroom in the Premises,
except for premises  located within a Food Court (if any) in which case a public
restroom  will be located  within two hundred feet (200') of any such  premises.
The  restroom to be located in the  Premises  shall be  constructed  to meet the
current handicap requirements and shall include the following:


     a. Flooring shall be sheet vinyl with coved base.

     b. Walls shall be 5/8" gypboard, taped, textured and painted.


     c. Ceiling shall be 5/8" gypboard, taped, textured and painted.

     d.  Door,  one  (1)  2'-6"  x  7"-O"  solid  core  wood,   installed  in  a
prefabricated  metal frame,  bath type lockset and a door closure.  e. Plumbing,
one (1) water closet  (tank type),  one (1)  lavatory  sink (wall  mounted).  f.
Electrical,  one (1) light  fixture with utility  outlet (wall mounted above the
lavatory sink) and switched adjacent to door.


     g. Mirror, one (1) 18" x 24" (wall mounted) above lavatory sink.

     h. Ventilation, one (1) vent connected to a common vent system.

     i. Handicap grab bars as required by code.

     j. One (1) toilet paper holder.

     k. One (1) two and one-half (2 1/2) gallon  electric  water  heater,  floor
mounted under lavatory sink.

     5. Electrical.  Landlord shall install  electrical service as necessary for
lighting, air conditioning and ventilation. Light fixtures will be hung from the
structure above. 20 amp electrical utility outlets shall be installed within the
demising  partitions  at twenty  feet (20') on center,  starting  five feet (5')
behind the front Lease Line.  One (1) 20 amp.  power supply in a "j -box" at the
back of the  bulkhead  above the  storefront  for Tenant's  sign.  One (1) smoke
detector  shall be  installed  within  the front  portion  of the  Premises  and
connected to Landlord's smoke detection system.

     6. Air Conditioning/Smoke Control. Landlord shall design and install an Air
Conditioning System to serve the Premises with chilled air. The Air Conditioning
System  shall  consist  of  equipment,  meters,  and  facilities  that serve the
Premises in common with other premises in the Shopping Center,  as a centralized
system. The Air Conditioning  System shall be designed to cool air automatically
and to handle a maximum of 3.85 watts per square foot of Floor Area attributable
to combined loads and to maintain  conditions inside the Premises as follows: 75
degrees  Fahrenheit  dry bulb and 50  percent  relative  humidity  with  outside
conditions  of 108 degrees  Fahrenheit  dry bulb and 73 degrees  Fahrenheit  wet
bulb.  The  location,  type  and  manufacturer  of the Air  Conditioning  System
equipment shall be at Landlord's discretion.

     To the extent required by building codes, Landlord shall design and install
a Smoke Control System meeting all current codes.

     Should Tenant's interior design or use require  modifications,  alterations
or additions to these systems,  Landlord or, at Landlord's option,  Tenant shall
make such  modifications,  alterations  or additions  at Tenant's  sole cost and
expense.

     7.  Storefront.  Landlord  shall design and construct the storefront of the
Premises,  including windows and entry doors,  around a design theme established
for the area of the mall in which the Premises is located.

     8.  Sprinklers.  An automatic fire  sprinkler  system shall be designed and
installed by Landlord in accordance with Landlord's  standard grid pattern,  and
at a height of fourteen feet (14') above finished  floor,  and shall include one
(1) sprinkler head per one hundred thirty (130) square feet of Floor Area of the
Premises.

     9.  Communications.  Landlord  shall  install one (1) empty  conduit from a
central  distribution  point to the  Premises  for  Tenant's  use in pulling its
wiring for telephone and other communications.

     C.  Miscellaneous.  The  exterior  trim  and  other  surfaces  of the  mall
buildings normally  requiring  painting shall be painted.  Sidewalks adjacent to
the Shopping  Center  shall be  constructed  of concrete or such other  suitable
material as Landlord shall select.

     II. GENERAL REQUIREMENTS

     A. Tenant Package.  Tenant  acknowledges  receipt of the Tenant Package for
the  purpose  of the  initial  construction  of the  Premises  and/or  revising,
modifying, and/or altering the Vanilla Shell work as furnished by Landlord.

     B. Tenant's Plans.

     1. Prior to preparing  Tenant's Plans,  Tenant's  architect and engineer(s)
shall thoroughly  familiarize themselves with, and verify by physical inspection
(to the extent possible based on the then existing condition and construction of
the Premises by  Landlord),  the accuracy of the Premises,  the Tenant  Package,
this  Exhibit  C, all local  building  codes and all  existing  job  conditions.
Tenant's  Plans and  construction  shall be  prepared  and  performed  with full
knowledge of and in compliance with the Tenant  Package,  this Exhibit C and all
Legal  Requirements,  including  without  limitation  all  energy  conservation,
Hazardous Materials Laws, and handicap access requirements. Tenant's Plans shall
be prepared or, if  permitted by law,  sealed by  architect(s)  and  engineer(s)
fully  qualified  and  licensed  in the  state in which the  Shopping  Center is
located.

     2. Tenant has submitted to Landlord fully detailed and  dimensioned  1/2" =
1' scale preliminary  storefront  signage drawings.  This preliminary  submittal
included the following: (a) three (3) sets of prints and one (1) sepia that show
storefront  elevations  and signage,  and sections  through the  storefront  and
storefront signage, and (b) one (1) material sample and color board.

     3. No later than May 15, 1998 Tenant  agrees to submit to Landlord  six (6)
sets of prints and one (1) sepia of fully  detailed  and  dimensioned  1/4" = 1'
scale  architectural and structural  construction  drawings,  which included the
following: (a) plan views of the storefront, floor areas, and reflected ceiling;
elevations  of  the  interiors,   sections  through  partitions  and  along  the
longitudinal axis, door, finish, and color schedules,  and final design drawings
for  storefront  signs in accordance  with the Tenant  Package,  (b)  electrical
drawings  including  circuitry plans,  revised panel schedules,  riser diagrams,
load  calculations,  and all calculations and forms required by applicable Legal
Requirements,   and  (c)  mechanical   drawings,   including  revisions  to  air
conditioning  including design calculations,  equipment schedule,  and completed
forms required by applicable Legal Requirements.

     C. Approval of Tenant's Plans.

     1. Tenant's Plans, and the design and quality of all work and installations
undertaken  by Tenant in the  Premises,  shall be  subject  to the  approval  of
Landlord and Landlord's architect and engineers.

     2. If said plans are not approved because they do not conform to the Tenant
Package,  Landlord will state the reasons for  nonconformance and Tenant will be
given  twenty (20) days to resubmit  another  set of plans  taking into  account
Landlord's  suggested  changes.  If these subsequent  drawings are not approved,
within ninety (90) days after full  execution and delivery of this Lease by both
parties,  Landlord  shall have no further  obligation  to approve said plans and
Landlord shall have the right to terminate this Lease.

     3. Landlord's  architect's  approval of Tenant's Plans shall not create any
responsibility  or  liability  on the part of Landlord  for their  completeness,
sufficiency, design or compliance with Legal Requirements, and shall not relieve
Tenant of any of Tenant's responsibility or liability hereunder.

     4. Any changes to the approved  Tenant's Plans requested by Tenant shall be
subject to Landlord's  approval and shall be reviewed by  Landlord's  architect.
Tenant  shall pay any  additional  expenses  incurred  in  connection  with such
processing,  including any additional fees of Landlord's architect,  which costs
shall be deposited by Tenant at the option of Landlord prior to the commencement
of such processing.

     D. Requirements for Tenant's Improvements.

     1.  Tenant's  Work  and all  other  Improvements  shall be made  under  the
supervision of a competent architect or licensed structural engineer and made in
accordance with the approved  Tenant's Plans. At Tenant's sole cost and expense,
Landlord shall have the right, but not the obligation,  to perform any work that
Tenant shall have failed to construct in accordance  with the approved  Tenant's
Plans,  after ten (10) days' notice from Landlord.  Tenant, at its sole cost and
expense,  shall be  responsible  for obtaining all necessary  permits  including
building and health department  permits for the performance of such work and for
the payment of any impact,  capacity,  usage,  and/or  similar fee in connection
with such work. Upon completion of such work,  Tenant shall have recorded in the
office of the County  Recorder where the Shopping  Center is located a Notice of
Completion,  as  required  or  permitted  by law,  and Tenant  shall  deliver to
Landlord,  within ten (10) days  after  completion  of said work,  a copy of the
final  signed-off  building  inspection  card,  permit  or report  with  respect
thereto,  copies of all  mechanics'  lien  releases  or other lien  releases  on
account of Tenant's Work, notarized and unconditional,  in such form as Landlord
shall  have  approved,  and the  Certificate  of  Occupancy.  All work  shall be
performed and completed  strictly in accordance with all Legal Requirements in a
good and workmanlike  manner, and shall be diligently  prosecuted to completion.
The Premises shall at all times be a complete unit,  except during the period of
work, and Tenant shall perform all such work so as not to obstruct access to the
premises  of any other  tenant  in the  Shopping  Center  as well as  Landlord's
contractors or subcontractors.

     2. Tenant shall not open for  business in the  Premises  until the Premises
fully  and  strictly  comply  with the  approved  Tenant's  Plans  and all Legal
Requirements, in the reasonable judgment of Landlord or Landlord's architect.

     3. During the performance of Tenant's Work, Tenant shall be responsible for
the removal from the Shopping Center on a daily basis of all trash, construction
debris  and  surplus  construction  materials,  or  at  Landlord's  option,  the
placement on a daily basis of such trash,  debris  and/or  materials in Landlord
designated  receptacles.  All boxes and packaging  must be broken down by Tenant
prior to such placement.

     In the event Landlord opts, in its sole and absolute discretion, to provide
trash receptacles for Tenant's use during Tenant's construction,  Landlord shall
cause such receptacles to be emptied and trash removed,  and Tenant shall pay an
amount  equal to $.20 per square foot of Floor Area of the  Premises to Landlord
for the non-exclusive use of such receptacles.

     III. Description Of Tenant's Work

     A. General.  "Tenant's Work" shall mean the purchase and/or installation of
all of the Improvements described in this Section III and any other Improvements
or work  necessary  to complete  construction  of Tenant's  store.  In addition,
Tenant's  Work is  inclusive  of Tenant's  fixturization  in  preparing  for the
opening of the Premises for  business.  All costs of Tenant's Work shall be paid
for by the Tenant  regardless  of whether or not Tenant  actually  performed the
work.

     B. Ceilings.  All interior  finishes beyond the Landlord  furnished Vanilla
Shell  will be  installed  by Tenant at its sole cost and  expense.  In no event
shall Tenant's Work be suspended from Landlord's non-structural construction.

     C. Partitions.

     1 . Where required by Landlord,  Tenant shall provide transfer air openings
of equal rating as partition construction.

     2. With respect to  partitions  installed by Tenant,  Tenant shall  install
type x 5/8"  gypboard to the  underside  of the  structure  above or to Tenant's
ceiling,  if Tenant  installs  a  ceiling.  Tenant  shall  paint all  partitions
(including those furnished by Landlord).

     3.  All   partitions   constructed   by  Tenant  shall  be  constructed  of
non-combustible  materials.  Tenant is  responsible  for all bracing,  studs and
blocking as required to support wall  mounted  fixtures  and  equipment.  All of
Tenant's  partition  construction  work  shall  be  completed  so as to  satisfy
applicable code and fire rating requirements.

     4. Tenant is responsible  for repair,  maintenance  and replacement of exit
doors as necessary  after the  construction of Tenant's Work is commenced in the
Premises.

     5. Tenant is responsible for furnishing and installing all doors and frames
including  hardware  within the  Premises in  compliance  with code,  except for
Landlord furnished doors.

     D. Floor.  Tenant shall install floor covering within the Premises,  except
for the one (1) restroom  supplied by Landlord,  if  applicable,  as part of the
Vanilla Shell.

     E. Plumbing.

     1. Tenant  shall  install all plumbing  required by the  approved  Tenant's
Plans with the exception of restroom  plumbing  installed by Landlord as part of
the Vanilla Shell.

     2. Grease traps, if required, shall be located within the Premises.  Grease
traps shall be required for all food preparation  areas having a pot sink or any
grease-producing appliances that discharge into waste system.

     F. Fire  Sprinklers.  At Tenant's  expense,  Landlord's  contractor (or, at
Landlord's   option,   Tenant's   contractor)   shall   make   such   additions,
modifications,  or  reallocations to the sprinkler system installed by Landlord,
required by the design or  construction  of Tenant's  improvements  to bring the
same into compliance with the requirements of Landlord's insurance  underwriters
and  Legal  Requirements.   The  costs  of  any  work  performed  by  Landlord's
contractor,   at  Tenant's  expense,  shall  be  competitive  with  commensurate
contractors serving the same trade area.

     G. Air Conditioning/Ventilation.

     1. Should  Tenant's  improvements  require  additional air  conditioning or
ventilation,  Tenant  shall  install,  at  Tenant's  sole cost and  expense,  an
additional  variable air volume box (if required) and a ducted  distribution and
return  system,  including  thermostat,  or fans and duct work for  ventilation,
meeting  the  requirements  established  by the  calculations  of  the  approved
Tenant's  Plans.  Landlord,  at Tenant's  sole cost and expense,  shall  provide
additional air supply to meet these requirements.

     2.  Notwithstanding  anything to the  contrary  contained in this Lease and
Exhibits,  if Tenant's  business  produces odor, fumes and/or grease or involves
food  preparation,  at  Landlord's  option,  Tenant  shall at its sole  cost and
expense,  design and install an independent  Air  Conditioning  and  Ventilation
System designed to mitigate the problems caused by such operations. Any such Air
Conditioning an Ventilation  System shall be designed to cool air  automatically
to maintain conditions inside the Premises as follows: 75 degrees Fahrenheit dry
bulb and 50 percent relative humidity with the outside conditions of 108 degrees
Fahrenheit dry bulb and 73 degrees Fahrenheit wet bulb.

     H. Electrical.

     1. Should the approved  Tenant's Plans require  additional  electrical work
beyond the electrical  furnished by Landlord as part of the Vanilla Shell,  said
work shall be performed by Tenant at Tenant's sole cost and expense.

     2. Tenant,  at its sole cost and expense,  shall arrange for electrical and
telephone  service and  installation  of an  electrical  meter through the local
utility  company in  sufficient  time to establish  service prior to the date of
fixturizing and initially open for business.

     I. Performance of Tenant Work by Landlord.

     The  reasonable  cost  incurred  by  Landlord  in  performing  any  work or
modification  on behalf of Tenant or which is  required  as a result of Tenant's
Work and/or other  improvements,  shall be paid for by Tenant  immediately  upon
Tenant's receipt of an invoice.

     J. Miscellaneous.

     1. Internal  communications,  alarm,  fire  protection,  or smoke detection
systems,  installed by Tenant,  beyond that furnished by Landlord as part of the
Vanilla  Shell,  as may be required by any  Governmental  Authority  shall be at
Tenant's sole cost and expense.

     2. Elevators,  dumbwaiters, chutes, conveyors, duct shafts, pneumatic tubes
and  shafts,  doors and  other  components,  including  electrical  hook-up  and
service, if any, from the Tenant's electrical panel to said equipment,  shall be
at Tenant's sole cost and expense.

     3. Tenant's sign (s), show window display platforms, window backs, interior
finish in show windows,  store fixtures,  and  furnishings  shall be at Tenant's
sole cost and expense.

     4. Double-studded walls and sound insulation of the walls and ceilings, and
such other sound  insulation  measures as required by Landlord in its reasonable
discretion  when,  in the  reasonable  judgment of Landlord,  Tenant's  business
operations  create sounds or noises that may disturb  Landlord,  other  tenants,
patrons of other tenants, or the occupant of any space in the Shopping Center.

     IV. DESIGN CRITERIA.

     A. Structural.  Any alterations,  additions or reinforcements to Landlord's
structure required to accommodate Tenant's  Improvements shall be performed only
with Landlord's  architect's and engineer's prior written approval,  at Tenant's
expense.  Tenant  shall  pay,  upon  receipt of invoice  and  without  setoff or
deduction, any costs associated with Landlord's consultants' review and approval
of Tenant's proposed alterations,  additions and/or reinforcements to Landlord's
structure.

     B. Roof.

     1. There shall be no  installation  of radio or  television  antennas.  Any
roof-top  equipment shall be subject to the prior written  approval of Landlord,
Landlord's  architect and all  appropriate  Governmental  Authorities.  All roof
penetrations  (which shall include,  without  limitation,  equipment  platforms,
curbs, and multiple pipe enclosures) and equipment  locations required by Tenant
and  approved  by  Landlord,   Landlord's   architect,   and  said  Governmental
Authorities  shall be at Tenant's  expense and subject to the conditions of said
approval.  At Landlord's option, all such work shall be engineered and installed
by Landlord's contractor in accordance with standard project details as provided
by  Landlord's  architect.  Any roof  screens or screening  devices  required by
Landlord,  Landlord's architect,  and/or said Governmental  Authorities shall be
designed by Landlord's  architect or roofing  engineer and at Landlord's  option
installed by Landlord's  contractor at Tenant's  expense.  The costs of any work
performed by Landlord's  contractor,  at Tenant's expense,  shall be competitive
with commensurate contractors serving the same trade area.

     2. All flashing, counter-flashing, and roofing repairs shall conform to the
project  roofing  specifications.  All such work shall be paid for by Tenant but
shall be performed by Landlord's contractor.  The costs of any work performed by
Landlord's   contractor,   at  Tenant's  expense,   shall  be  competitive  with
commensurate contractors serving the same trade area.

     C. Storefronts.

     1. Tenant shall install signage and storefront finish materials with colors
and architectural  embellishments  complementary to Landlord's themed storefront
design for the area of the Shopping Center in which the Premises is located.

     2. No storefront,  part thereof,  or swinging door shall project beyond the
Premises  Lease Line or into the Common  Area,  except as may be  otherwise  set
forth in the Tenant Package.

     3. All storefront work, including sliding door tracks and housing boxes for
grilles,  shall be floor  mounted and  supported at its head section by a welded
structural steel framework that shall be securely attached, suspended and braced
to the existing building structure. Storefronts that project past the mall facia
(bulkhead) shall be engineered and designed to be supported independently of the
mall  facia  (bulkhead).  Tenant  shall pay the cost  incurred  by  Landlord  in
repairing any damage done to Landlord's Work by the installation,  construction,
attachment or support of any part of Tenant's revised storefront.

     4. Other than windows,  all  storefront  finish  material  shall be durable
materials approved by Landlord's architect.  Plaster, drywall, plastic laminate,
and similar materials will not be permitted.

     5. All storefront  construction  and finish materials shall be weatherproof
(if   required  in  the  Tenant   Package)  and   resistant  to  wear,   fading,
discoloration,  and  decay.  Any  and all  storefront  construction  and  finish
materials that in the sole but commercially  reasonable judgment of Landlord are
faded,  discolored,  worn or in  disrepair  shall be  immediately,  at  Tenant's
expense, be refinished,  repaired or replaced by Tenant to Landlord's reasonable
satisfaction.

     D. Floors. Tenant shall install and maintain carpeting and/or other quality
flooring materials,  such as concrete stain and wax, slate, stone,  marble, hard
wood,  or  terrazzo  in  Tenant's  public  areas.  Vinyl  composition  tile,  or
indoor/outdoor  carpeting shall not be used in Tenant's  public areas.  Tenant's
storefront  entry area and Display Zone (the term "Display Zone" means the front
six feet (6') of the  Premises as measured  from the Lease Line) shall have hard
durable  flooring  materials  only,  or such other  durable  materials as may be
approved by Landlord's architect.

     E. Ceilings.

     1. Ceilings will be left exposed to the structure above,  provided that all
areas and  equipment,  duct work,  etc.  must be painted  out in colors that are
complimentary  to the interior of the Premises.  Tenant's  storefront entry area
and Display Zone must be non-combustible.

     2. If, subject to Landlord's approval, Tenant does install a ceiling in the
Premises,  Tenant  shall  strictly  comply  with  specifications  of the maximum
ceiling  height  of the  Premises  set  forth  in  the  Tenant  Package  ( it is
understood  that  Tenant will not be required by Landlord to install a ceiling).
Higher  ceilings  may be  allowed  upon  written  approval  by  Landlord  and/or
Landlord's  architect.  Any relocation of or modification to structure,  piping,
conduits,  fire  sprinkler  system = and/or duct work  necessitated  by Tenant's
installation of ceilings in excess of the height limitation shall be at Tenant's
expense. Access panels and/or catwalks above ceilings required to serve Tenant's
sign  equipment  and/or  Landlord's  equipment  shall be  installed  at Tenant's
expense.

     F.  Electrical.  All  fluorescent  or  incandescent  lighting  fixtures  in
Tenant's public areas,  other than decorative  fixtures,  shall be recessed,  if
ceilings are installed.  Fluorescent  fixtures  shall have  parabolic  lenses or
diffusers.  No acrylic  lenses  shall be permitted  in public  areas.  Bare lamp
fluorescent or incandescent  fixtures may be used only in concealed areas and/or
stock  rooms.  The  Premises  storefront  entry  and  Display  Zone  shall  have
incandescent  lighting  fixtures  only and such  fixtures  shall be  decorative,
recessed, or track systems unless otherwise approved by Landlord's architect.

     G. Signs.  All  storefront  signs shall be designed  strictly in accordance
with the Tenant Package.  Tenant  acknowledges  that the sign criteria have been
established  for mutual  benefit  of all  tenants in the  Shopping  Center.  Any
nonconforming  or unapproved  signs shall be removed or brought into conformance
at the expense of Tenant.

     V. TENANT'S USE OF A CONTRACTOR.

     A.  Contractor  Selection.   Tenant  may  select  any  contractor  for  the
construction of Tenant's  Improvements  provided such contractor is bondable and
meets all licensing and insurance  requirements  established  by Landlord in the
Tenant Package and all Governmental  Authorities.  Tenant shall provide Landlord
with a copy of the contract with its  contractor  prior to  commencement  of any
Improvements, and Landlord shall have the right to disapprove such contractor or
the contract on reasonable grounds.  Tenant's contractor shall do or cause to be
done all Tenant's  Work except  where this Exhibit C or this Lease  provides for
Landlord's contractor to do the same.

     B. Special Conditions.  Tenant shall incorporate into the contract with its
contractor the following items as "Special Conditions":

     1. Prior to  commencement  of Tenant's  Improvements,  Tenant's  contractor
shall provide  Landlord with a  construction  schedule  indicating the start and
completion dates of all phases of Tenant's Improvements.

     2. Tenant's  contractor shall diligently  perform said work in a manner and
at times that do not impede or delay  Landlord in the completion of the Premises
or any other portion of the Shopping Center. Any delays in the completion of the
Premises  caused  by  Tenant's  contractor  shall  not  relieve  Tenant  of  any
obligation under this Lease.

     3. Tenant's contractor shall be responsible for the repair,  replacement or
clean-up of any damage caused by Tenant's  contractor to any other  contractor's
work in any area of the Shopping Center.

     4. Tenant's  contractor  shall provide written notice to Landlord's  Tenant
Coordinator  or  Landlord's  Shopping  Center  manager of any work to be done on
weekends  or other than  normal job  hours,  and Tenant  agrees to pay all costs
associated therewith.

     5. Tenant and Tenant's  contractor shall comply with all Legal Requirements
and all rules and  regulations  established  by Landlord in the  performance  of
Tenant's Work.

     6. Prior to commencement of  construction,  Tenant shall submit to Landlord
evidence of insurance for its contractor in accordance with the requirements set
forth in this Lease.

     7. Within thirty (30) days of the  scheduled  grand opening of the Shopping
Center,  Landlord  shall  determine  whether a barricade  will be  necessary  to
segregate  the Premises  from the  remainder of the Shopping  Center;  provided,
however,  a barricade  will only be required if Tenant is not  scheduled or does
not  appear to be able  (based on the  status of  Tenant's  construction  and as
determined in Landlord's commercially reasonable judgement) to open the Premises
for  business on the initial  grand  opening  date of the  Shopping  Center.  At
Landlord's  option,  Landlord may erect said barricade or direct Tenant to erect
said barricade  using the same material and with the same  appearance as used by
Landlord in the closure of the other  tenants'  premises.  In the event Landlord
erects the barricade,  Tenant shall pay to Landlord an amount equal to Three and
No/100  Dollars ($3) per square foot of the area  required to be covered  (i.e.,
the lineal width times the lineal height of the opening).

     8. Tenant's  contractor or subcontractors  shall not post signs on any part
of the Shopping Center or the Premises.

     9. Prior to the commencement of Tenant's Improvements, Tenant shall provide
Landlord  with a "labor and  materials  payment  bond" in an amount equal to one
hundred  percent  (100%) of the aggregate  price of all contracts for such work,
conditioned  on  Tenant's  payment  in full of all  claims  of  mechanics'  lien
claimants for such labor,  services and/or materials supplied in the prosecution
of such work. Said payment bond shall name Landlord as a primary obligee,  shall
be given by a sufficient surety that is reasonably satisfactory to Landlord, and
shall be in such form as Landlord shall approve in its reasonable discretion. In
addition, Tenant shall obtain, or cause its contractor to obtain, a "performance
bond" covering the faithful  performance of the contract for the construction of
Tenant's  Work.  The  performance  bond shall be in an amount  equal to the full
amount  of  the  contract  price,   conditioned  on  the  contractor's  faithful
performance  of the  contract.  Said  performance  bond shall name  Landlord and
Tenant as co-obligees,  shall be given by a sufficient surety that is reasonably
satisfactory to Landlord, and shall be in such form as Landlord shall approve in
its reasonable discretion.






<PAGE>
                                    EXHIBIT D
                              RULES AND REGULATIONS


     Tenant will deposit its trash only in the Shopping Center trash receptacles
and shall participate in and comply with any reasonable  procedures  established
by  Landlord  or  any  procedures  established  by  (or in  compliance  with)  a
Governmental Authority for the collection, sorting, separation, and recycling of
waste products, garbage, refuse, and trash.

     Tenant shall use reasonable efforts to complete,  or cause to be completed,
all deliveries,  loading, unloading, and services to the Premises prior to 10:00
a.m. of each day.  Tenant shall attempt to prevent any delivery  trucks or other
vehicles  servicing the Premises from parking or standing in front of, or at the
rear of, the Premises from 10:00 a.m. to 9:00 p.m. of each day.

     Tenant shall not display, paint or place, or cause to be displayed, painted
or placed,  any handbills,  bumper stickers or other advertising  devices on any
vehicle parked in the parking area of the Shopping Center,  whether belonging to
Tenant,  or to  Tenant's  agent,  or to  any  other  person,  nor  shall  Tenant
distribute, or cause to be distributed, in the Shopping Center, any handbills or
other advertising devices.

     Employees of Tenant shall not park their  automobiles  in those  automobile
parking areas of the Common Area which  Landlord may from time to time designate
for use by patrons of the Shopping Center.

     Tenant and its employees  shall park their cars only in those parking areas
designated by Landlord for employee parking.  Tenant shall furnish Landlord with
the automobile  license numbers of Tenant and Tenant's  employees within fifteen
(15) days after taking  possession of the Premises and shall  thereafter  notify
Landlord of any changes  thereto  within five (5) days after such change occurs.
If Tenant or its  employees  fail to park their cars in the  designated  parking
areas,  Landlord may charge Tenant Ten Dollars ($10.00) per car per day for each
day or  partial  day  that  any car is  parked  in any  area  other  than  those
designated;  provided, however, Landlord agrees to give Tenant written notice of
the first  violation of this  provision for each vehicle.  Tenant shall have two
(2) days thereafter within which to correct the violation;  if said violation is
not  corrected  within said two-day  period,  then the  aforesaid  fine shall be
levied and Tenant shall pay the same within ten (10) days of Landlord's  request
therefor.  After  notice  of  such  first  violation,  no  prior  notice  of any
subsequent violation by the same vehicle shall be required.

     Tenant  shall not display or sell  merchandise,  or place  carts,  portable
signs,  devices or any other  objects in the  Common  Area and Tenant  shall not
solicit or distribute materials in any manner in the Common Area.

     Tenant shall utilize no medium which can be heard or experienced outside of
the Premises.
 
     Tenant  shall not erect an aerial or antenna on the roof or exterior  walls
of the Premises.





<PAGE>
                                    EXHIBIT E
                          TENANT'S ESTOPPEL CERTIFICATE

               Date:                                                 , 19
               Address:

To whom it may concern:

     The undersigned, as Tenant, has entered into that certain Lease, dated 19 ,
with , as Landlord,  for the leasing of certain  Premises at the Shopping Center
commonly known as .

      Tenant  understands  that you have  offered or  committed  to enter into a
transaction  with Landlord  with respect to an interest in Landlord  and/or this
Lease and/or the Premises  and/or the realty  underlying  the Premises  and/or a
portion of or  interest in the realty or  improvements  in the  Shopping  Center
owned or hereafter  acquired by Landlord.  You have requested  this  Certificate
from Tenant as a condition  precedent to  consummation  of one of the  following
transactions: sale, purchase, exchange, transfer, assignment, lease, conveyance,
encumbrance, pledge, mortgage or hypothecation.

      In accordance  with the terms of the Lease,  Tenant ratifies the Lease and
certifies that:

     (1) The  undersigned  has accepted the Premises and entered into  occupancy
(i.e.  accepted  possession)  of the Premises  described in said Lease on , 19 ;

     (2) The  undersigned  is presently  open and  conducting  business with the
public in the Premises;

     (3) The current Minimum Annual Rent in the annual amount of $ and Exhibit C
Rent in the annual amount of $ were payable from , 19 ;

     (4) Said  Lease is in full  force  and  effect  and has not been  assigned,
modified,  supplemented or amended in any way (except by  agreement[s]  dated ),
and, to Tenant's  knowledge,  neither  party  thereto is in default  thereunder;

     (5) The Lease represents the entire agreement between the parties as to the
terms, covenants and conditions respecting the leasing of the Premises;;

     (6) The Lease Term expires on , 19 ; --------------------------- -----

     (7) All  conditions  under said Lease to be performed by Landlord have been
satisfied, including, without limitation, all co-tenancy requirements thereunder
except: ; 

     (8) All required contributions by Landlord to Tenant on account of Tenant's
improvements have been received;

     (9) On this date there are no existing defenses, offsets,  counterclaims or
deductions  against rental that the  undersigned  has against the enforcement of
said Lease by Landlord except: ;


     (10) No rental  has been paid  more  than one (1) month in  advance  and no
security (other than a security  deposit in the amount of $ ) has been deposited
with Landlord; and

     (11) The Minimum Annual Rent through , 19 , has been paid.

     (12) The operation and use of the Premises does not involve the generation,
treatment, transportation, storage, disposal or release of Hazardous Material(s)
or solid waste into the  environment and that the Premises are being operated in
accordance  with  all  applicable  environmental  laws,  zoning  ordinances  and
building codes.

Very truly yours,
(Tenant)
By:
Title:





<PAGE>

                                    EXHIBIT F
                         MECHANICAL/ELECTRICAL SCHEDULE
<TABLE>
<CAPTION>

<S>                                                                                    <C>                                        
      1. Tenant Name                                                                   Space No.
      2. Tenant Drawing Nos.                            Mechanical                     Electrical
      3. Floor Area (Sq. Ft.)
      4. Electrical Load Breakdown
           a.   Lighting                                                               Watts
                                                                       ---------------
           b.   Sign(s)                                                                Watts
                                                                       ---------------
           c.   Appliances                                                             Watts
                                                                       ---------------
           d.   Receptacles                                                            Watts
                                                                       ---------------
           e.   Equipment                                                              Watts
                                                                       ---------------
           f.   Electric Water Heater                                                  Watts
                                                                       ---------------
           g.   Electric Heater                                                        Watts
                                                                       ---------------
           h.   Miscellaneous                                                          Watts
                                                                       ---------------
      5.   Total Connected Electrical Load                                Watts:         Watts/Sq.Ft. of Floor

      6.   Tenant Calculated Design Heating Load                                         BTUH
                                                                                      --
      7.   Tenant Calculated Design Cooling Load                                         BTUH
                                                                                      --
      8.   Tenant Calculated Design Air Supply                                           CFM (per Tenant plans)
                                                                                      --
      9.   Landlord Allotted Air Supply                                                CFM
                                                                       ---------------
     10.   Additional Air Supply Required                                              CFM
     11.   Variable Volume Air Terminal Units
           a.   Air CFM Max
           b.   Inlet/Outlet Sizes
     12.   Chilled Water Air Handler Units
           a.   Max GPM
     13.   Toilet Exhaust                       CFM
     14.   Special Exhaust/Make-up System(s) Data
           (Use, CFM, HP, Method of Operation, Etc.)



     15.   Air Conditioning Unit Data (if Tenant is installing its own system.)
           a.   Make                           b.  Model #                            c.  CFM



</TABLE>


<PAGE>
                                    EXHIBIT G
                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

TENANT ENTITY:               TOYS INTERNATIONAL
TENANT NAME (dba):                  TOY CO.
SPACE NO:                    1-A-320

     THIS  AGREEMENT  is  made as of the day of , 19 , by and  among  PNC  BANK,
NATIONAL ASSOCIATION, a banking association,  having an office at One PNC Plaza,
19th Floor,  P1-POPP-19-2,  Pittsburgh,  PA 15222-2702 (the  "Lender"),  FASHION
OUTLET OF LAS VEGAS ASSOCIATES,  a Nevada general partnership,  having an office
at 4350 La Jolla  Village  Drive,  Suite 400,  San  Diego,  CA  92122-1233  (the
"Landlord"), and TOYS INTERNATIONAL, a California corporation,  having an office
at 550 Rancheros Drive, San Marcos, CA 92069 (the "Tenant").


                                   WITNESSETH:

       WHEREAS,  Lender has made or intends to make a loan or loans (the "Loan")
to or for the benefit of Landlord secured,  inter alia, by a mortgage or deed of
trust  granted by  Landlord  to Lender  (such  mortgage or deed of trust and all
amendments,  renewals,  modifications,   replacements,  increases,  supplements,
consolidations and extensions thereof being hereinafter collectively referred to
as the  "Mortgage")  upon  certain real  property  described in Exhibit A hereto
(said real property,  together with all improvements now or hereinafter  located
thereon, hereinafter called the "Property"); and

       WHEREAS,  Landlord  and  Tenant  have  entered  into that  certain  lease
agreement,  dated  as of  _______________________,  19 ___ (the  "Lease"),  with
respect to certain premises (the "Premises") which are part of the Property; and

       WHEREAS, pursuant to the Mortgage and documents related thereto, Landlord
has assigned or is to assign,  inter alia, all of its right,  title and interest
in the Lease and the rents  payable  thereunder  to Lender as  security  for the
performance of its obligations made in connection with the Loan.

       NOW, THEREFORE, intending to be legally bound hereby, in consideration of
the mutual promises and covenants of the parties  hereto,  and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto do mutually covenant and agree as follows:

       1. The Lease, including any option to purchase, right of first refusal or
the like, is and shall at all times  hereafter be subject and subordinate in all
respects to the Mortgage and, unless the holders thereof shall otherwise  elect,
to all future  mortgages,  deeds of trust and security  instruments  of the type
referred to in paragraph  13 hereof.  Such  subordination  shall be effective as
though the Lease shall have been  executed  after the  execution of the Mortgage
and such other  mortgages,  deeds of trust and security  instruments and the due
and proper recordation thereof in all appropriate offices and indexes.

       2. If Landlord shall default in any of Landlord's  obligations  under the
Lease  beyond any cure  period,  then Tenant  shall give prompt  written  notice
thereof to Lender.  Tenant  shall take no action as a result of such default and
shall  continue to perform all terms of the Lease as though such  default  shall
not have occurred,  until the applicable grace period provided to Lender in this
paragraph 2 shall have expired.  Lender shall have the right to cure any default
by  Landlord  under the Lease  until the later of (a) thirty (30) days after the
expiration  of any grace period  available to Landlord  under the Lease,  or (b)
sixty (60) days after Lender shall have received  written  notice from Tenant of
such  default,  provided  that, if such default is not capable of being cured by
Lender within such period,  Lender shall have such additional  period of time as
may be required  within which to cure such default so long as Lender  diligently
proceeds with efforts to cure such default. Lender shall have the right, but not
the  obligation,  to remedy or cure such  default,  and in no event  shall  this
Agreement be  construed  as expanding  the rights or remedies of Tenant upon the
occurrence of a default under the Lease.

     3. So long as Tenant is not in default in the  payment of rent,  additional
rent or  other  sums  or  changes  now or  hereafter  payable  under  the  Lease
(collectively,  the "Rent") or in the performance of any of the terms, covenants
or  conditions  of the Lease,  Tenant,  subject to the other  provisions of this
Agreement, shall not, by reason of foreclosure of the Mortgage,  acceptance of a
deed in lieu of  foreclosure  or the  exercise  of any  remedy  provided  in the
Mortgage,  be disturbed in Tenant's occupancy of the Premises during the term of
the Lease or any extension thereof set forth in the Lease.

     4. If Lender, prior to its acquisition of Landlord's title to the Property,
shall at any time exercise a right to receive the Rent, Lender shall not thereby
become  obligated to Tenant for the performance of any of the terms,  covenants,
conditions or agreements of Landlord under the Lease.  Landlord and Tenant agree
with  Lender  that Tenant  shall pay the Rent  directly to Lender upon  Tenant's
receipt  of  written  notice  from  Lender of the  exercise  of such  rights and
Landlord  hereby  irrevocably  authorizes  and  directs  Tenant to make all such
payments to Lender.

     5. Tenant shall attorn to and recognize as Tenant's  landlord any purchaser
at a  foreclosure  or judicial  sale  relating to the  Mortgage or debt  secured
thereby or any transferee by deed or assignment in lieu thereof (any such party,
and its  successors  and assigns,  hereinafter  called a "Successor  Landlord").
Without  further  evidence of such attornment and  recognition,  Tenant shall be
bound by and comply with all the terms,  provisions,  covenants and  obligations
contained in the Lease on its part to be performed.  Notwithstanding anything to
the contrary  contained in this  Agreement or any other  instrument  (including,
without limitation,  the Lease), neither Lender nor any Successor Landlord shall
have any  obligation  whatsoever  to complete  any  improvements  or any work or
restoration  otherwise  to be  performed  under  the  Lease or to  reimburse  or
otherwise credit Tenant or any other party for any costs thereof, provided that,
if a Successor  Landlord or its  successor or assign shall elect not to complete
or restore the shopping  center on the Property,  as  contemplated by the Lease,
then  Tenant  shall  have the right to  terminate  the Lease as its sole  remedy
against the Successor Landlord and its successors and assigns.

     6. Notwithstanding any provision of the Lease to the contrary, no notice of
default by Tenant to Landlord under the Lease shall be deemed  effectively given
to Landlord  unless and until  Tenant shall also have given the same such notice
(including  all  documents  accompanying  or required to accompany  the same) to
Lender in accordance with paragraph 12 below.

     7. In addition to, and not in lieu of all the provisions of this Agreement,
neither Lender nor any Successor Landlord nor any of their respective successors
or assigns shall in any way or to any extent:

     (a) be liable for, nor shall  Tenant have any right to terminate  the Lease
or to  exercise  any other  right or  remedy  against  Lender  or any  Successor
Landlord  by reason of, any act or  omission  of any prior  landlord  (including
Landlord) in contravention of any provision of the Lease;

     (b) be subject to any offsets,  claims or defenses  which Tenant might have
against any prior landlord (including Landlord);

     (c) be bound by any Rent which  Tenant might have paid for more than thirty
(30) days in advance to any prior landlord (including Landlord); and

     (d) be in any way  responsible  for any  deposit or  security  which was or
shall have been delivered to any prior landlord  (including  Landlord) but which
was not or shall not have been  subsequently  delivered  to Lender or such other
person or entity, as the case may be.

     In any such event, Tenant shall nonetheless continue to observe and perform
all terms, covenants and provisions of the Lease on its part to be performed.

     8. In the event of a default under the Lease by any  Successor  Landlord or
by any of its successors or assigns, Tenant shall have no recourse to any assets
of such  Successor  Landlord or of its  successors  or  assigns,  other than its
interest in the Property.

     9. Tenant,  in order to induce Lender to enter into this Agreement,  hereby
affirms that:

     (a) Exhibit B is a full, true and complete copy of the Lease, including all
amendments and addenda  thereto,  and Tenant has no other rights with respect to
the Premises or the Property or any portion thereof;

     (b) The Lease is in full  force and  effect  and has not been  modified  or
amended  (except as may be herein set forth),  and no option,  if any, to extend
the term of the Lease or to expand or contract the area of the Premises has been
exercised;

     (c) Tenant has not  assigned its interest in the Lease or sublet any of the
Premises;

     (d) Intentionally omitted.

     (e) To the  best of  Tenant's  knowledge  and  belief,  Landlord  is not in
default under any of Landlord's obligations under the Lease;

     (f)  Tenant  has no right of offset or  defense  against  any Rent or other
obligation under the Lease;

     (g) The Lease was duly  authorized by Tenant and  constitutes the valid and
binding obligation of Tenant enforceable in accordance with its provisions;

     (h) Tenant  has not  prepaid  any Rent  under the Lease  other than for the
current month.

     10.  Tenant  agrees to  execute  such  other  documents  as Lender may deem
reasonably necessary to subordinate the Lease to the lien of the Mortgage and to
confirm the other matters  contained  herein.  Tenant further agrees with Lender
that  Tenant  will  not  voluntarily  subordinate  the  Lease  to  any  lien  or
encumbrance without Lender's written consent.

     11. Unless the terms of this Agreement shall require actual  delivery,  all
notices, demands or requests, and responses thereto, required or permitted to be
given  pursuant  to this  Agreement  shall be in  writing  and  shall be sent by
certified or registered  mail,  postage  prepaid,  return  receipt  requested or
recognized overnight delivery service, and addressed to the party at the address
set forth above or at such other place as such party or  successor or assign may
from time to time designate in a notice to the other parties. Rejection or other
refusal to accept or inability to deliver because of changed address of which no
notice has been given shall constitute receipt of the notice,  demand or request
sent.

     12. This Agreement shall be binding upon and inure to the parties and their
respective heirs,  successors and assigns.  Landlord and Tenant  acknowledge and
agree that, at the election of any subsequent  mortgagee,  beneficiary of a deed
of trust or holder of other security  instrument with respect to the Property or
any part  thereof  the  proceeds  of whose  loan are used in whole or in part to
refinance  the Loan,  this  Agreement  shall also  inure to the  benefit of such
mortgagee, beneficiary or holder. In such event, all references herein to Lender
shall also refer to such mortgagee, beneficiary or holder, and all references to
the  Mortgage  shall  also  refer to such  mortgage,  deed of trust or  security
instrument.  Landlord  and Tenant  agree to execute  such  documents as any such
mortgagee,   beneficiary  or  holder  may  reasonably  request  to  confirm  the
provisions of this Agreement.

     13. This  Agreement  may not be changed,  amended or modified in any manner
other than by an agreement in writing  specifically  referring to this Agreement
and executed by the parties hereto.

     14. This  Agreement  may be executed in  counterparts.  If any provision of
this   Agreement   shall  be  invalid  or   unenforceable,   the   validity  and
enforceability  of the  remaining  provisions  of this  Agreement  shall  not be
affected thereby.

     15.  This  Agreement  shall  be of no  further  force  or  effect  upon the
expiration or earlier termination of the Lease.

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

     TOYS INTERNATIONAL, a California corporation

By:
Name:
(Type or Print Name)
Title:
By:
Name:
(Type or Print Name)
Title:
TENANT


FASHION OUTLET OF LAS VEGAS ASSOCIATES,
a Nevada general partnership

By: TrizecHahn Factory Shops Inc.,
a Delaware corporation,
as managing general partner

By: TrizecHahn Centers Management Inc.,
a California corporation,
as its attorney-in-fact

By:
Name:
Title:

By:
Name:
Title:
LANDLORD


PNC BANK, NATIONAL ASSOCIATION

_______________________ By:
Typed Name:
Typed Title:
LENDER

State of
County of )


     On , before me (here  insert  name and  title of the  officer),  personally
appeared , personally  known to me (or proved to me on the basis of satisfactory
evidence) to be the  person(s)  whose  name(s)  is/are  subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.

       WITNESS my hand and official seal.
Signature (Seal)


State of                                )ss.
County of                               )


     On , before me (here  insert  name and  title of the  officer),  personally
appeared , personally  known to me (or proved to me on the basis of satisfactory
evidence) to be the  person(s)  whose  name(s)  is/are  subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.

       WITNESS my hand and official seal.
Signature (Seal)


STATE OF
COUNTY OF


     On this day of  ________________,  19  ____,  before  me, a notary  public,
personally  appeared , who acknowledged  himself to be the of , a , and that he,
as such officer,  being  authorized to do so, executed the foregoing  instrument
for the purposes therein contained by signing the name of such entity by himself
as such officer. ---------------------------------------------

       IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                                     Notary Public
                                                     My commission expires:


<PAGE>

                                    EXHIBIT H
                                GUARANTY OF LEASE


WHEREAS,  a certain  Lease,  more  fully  described  below,  has been or will be
executed:
<TABLE>
<CAPTION>

<S>                                                           <C>
                  a.       Name of Shopping Center:           FASHION OUTLET AT LAS VEGAS

                  b.       Landlord:                          FASHION OUTLET AT LAS VEGAS,
                                                              a Nevada general partnership

                  c.       Tenant:                            TOYS INTERNATIONAL,
                                                              a California corporation

                  d.       Premises Address:                  Space No. 1-A-320

</TABLE>

         WHEREAS,  the Landlord  under said Lease requires as a condition to its
execution of said Lease that the undersigned (herein referred to as "Guarantor")
guarantee the full performance of the obligations of Tenant under said Lease.

         WHEREAS,  the  undersigned  is desirous that  Landlord  enter into said
Lease with Tenant.

         NOW,  THEREFORE,  in  consideration  of the  execution of said Lease by
Landlord,  Guarantor hereby  unconditionally  guarantees the complete and timely
performance of each and all of the terms, covenants and conditions of said Lease
to be kept and  performed by said Tenant,  including  the payment of all rentals
and other charges to accrue thereunder. Guarantor further agrees as follows:

     1. That this Guaranty shall  continue in favor of Landlord  notwithstanding
any  extension,  modification,  or  alteration of said Lease entered into by and
between the parties thereto, or their successors or assigns, notwithstanding any
assignment  of said  Lease,  with or without  the  consent of  Landlord,  and no
extension, modification, alteration or assignment of the above-referred to Lease
shall in any manner  release or discharge  Guarantor and it does hereby  consent
thereto;

     2. This Guaranty will continue unchanged by any bankruptcy,  reorganization
or  insolvency  of  Tenant  or  any  successor  or  assignee  thereof  or by any
disaffirmance or abandonment by a trustee to Tenant;

     3. Landlord may,  without notice,  assign this Guaranty in whole or in part
and no  assignment  or  transfer  of the Lease shall  operate to  extinguish  or
diminish the liability of Guarantor hereunder;

     4. The liability of Guarantor  under this Guaranty shall be primary and, in
any right of action  which shall  accrue to Landlord  under the Lease,  Landlord
may, at its option, proceed against the undersigned without having commenced any
action or obtained any judgment against Tenant;

     5. Guarantor  shall pay Landlord's  reasonable  attorney fees and all costs
and other expenses incurred in any negotiations,  action or proceeding commenced
to enforce this Guaranty;

     6.  Guarantor  hereby waives notice of any demand by Landlord as well as of
any  notice of  Tenant's  default in the  payment  of rent or any other  amounts
contained or reserved in the Lease;

     7.  Guarantor  hereby  consents to personal  jurisdiction  and venue in the
state and judicial district in which the Shopping Center is located; and

     8. The  person or persons  executing  this  Guaranty  of Lease on behalf of
Guarantor represent,  covenant, and warrant to Landlord as of the Effective Date
that the signatories signing on behalf of Guarantor have the requisite authority
to  bind  Guarantor.  Further,  if the  Guarantor  is a  corporation,  Guarantor
represents,  covenants,  and warrants to Landlord  that: (a) as of the Effective
Date, Guarantor is a duly constituted corporation in good standing and qualified
to do business in the state where the Shopping Center is located,  (b) Guarantor
has paid all applicable  franchise and corporate  taxes,  and (c) Guarantor will
file when due all forms, reports,  fees, and other documents necessary to comply
with applicable laws.

     The use of the singular herein shall include the plural.  The obligation of
two (2) or more parties shall be joint and several.  The terms and provisions of
this Guaranty  shall be binding upon and inure to the benefit of the  respective
heirs,  legal  representatives,  successors  and assigns of the  parties  herein
named.

     IN WITNESS  WHEREOF,  Guarantor  has caused  this  Guaranty  of Lease to be
executed as of the Effective Date of the above-mentioned Lease.


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

                                    By:
                    Name:
                                            (Type or Print Name)
                                    Title:
                                    By:
                    Name:
                                            (Type or Print Name)
                                    Title:
                                    GUARANTOR

                                    ADDRESS:       550 Rancheros Drive
                                                   San Marcos, CA 92069








(PLEASE NOTARIZE DOCUMENT BY COMPLETING THE ATTACHED ACKNOWLEDGMENT)





<PAGE>
                                 ACKNOWLEDGMENT



State of                                                               )ss.
County of                       )

     On , before me (here  insert  name and  title of the  officer),  personally
appeared , personally  known to me (or proved to me on the basis of satisfactory
evidence) to be the  person(s)  whose  name(s)  is/are  subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.


       WITNESS my hand and official seal.

Signature (Seal)



State of                                                               )ss.
County of                       )

     On , before me (here  insert  name and  title of the  officer),  personally
appeared , personally  known to me (or proved to me on the basis of satisfactory
evidence) to be the  person(s)  whose  name(s)  is/are  subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their authorized capacity(ies),  and that by his/her/their  signature(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.


       WITNESS my hand and official seal.

Signature (Seal)