Exhibit 10.122
                            Lease Agreement - Aladdin


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
("Execution Date").


ARTICLE 1
FUNDAMENTAL LEASE PROVISIONS

1.1      Landlord:         ALADDIN BAZAAR, LLC,
                           a Delaware limited liability company

1.2      Tenant:           TOYS INTERNATIONAL,
                           a California corporation

1.3      Tenant's Trade Name:       TOYS INTERNATIONAL         (Section 9.1)

1.4      Premises:

     That   certain   retail   space   currently   identified   as  "Space   No.
1-H-(Sectiont2.1)hopping Center known as "Desert Passage at Aladdin," located in
the County of Clark, State of Nevada, containing 5,898 square feet of Floor Area
(subject  to  Section  2.7) with a frontage  of  approximately  48.5  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:

     Ninety (90) days prior to the initial opening o(Sectiono2.3)g Center.

1.7      Expiration Date:

     The   last   day   of   the   one   hundred    twentieth    (120th)    full
ca(Sectiono3.1)following  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 ninety
(90) days  following  Substantial  Completion or (iii) March 1, 2000; or (b) the
date Tenant first opens for business in the Premises.

1.9 Minimum Annual Rent:

     Eighty-Five and No/100 Dollars ($85.00) per ann(Sectionq4.2)  foot of Floor
Area of the Premises,  beginning with the Rent  Commencement Date and continuing
for the next two (2) full  years of the  Lease  Term plus any  partial  calendar
month at the beginning of the Lease Term;  then,  Ninety-Five and No/100 Dollars
($95.00)  per annum per square foot of Floor Area of the  Premises  for the next
three (3) full years;  then, One Hundred and No/100 Dollars  ($100.00) per annum

<PAGE>

per square foot of Floor Area of the  Premises  for the  remainder  of the Lease
Term.

1.10 Percentage Rent:

     Seven percent (7%) of Gross Sales in excess of t(Sectionp4.3).

1.11     Marketing Assessment:

     Four and No/100 Dollars ($4.00) per annum per s(Sectiono8.2)  Floor Area of
the Premises.

     1.12 Addresses for Notices:

     (Article 23)


To Landlord:
ALADDIN BAZAAR, LLC
c/o TrizecHahn Development
4350 La Jolla Village Drive, Suite 700
San Diego, CA 92122-1233
Attn: Legal Department

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

     and: Any notice of default  required to be sent to Fleet  National  Bank in
accordance with Exhibit G to the Lease.

Fleet National Bank
75 State Street
Mail Stop MA BO F11C
Boston, MA 02109-1810
Attn: Margaret A. Mulcahy (or her successor)

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

     1.13  Permitted Use:  Primarily for the retail sale of upscale,  brand name
toys and, at  T(Sectiono9.1)n  (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,  children's
apparel  (provided that the display of such children's  apparel shall not exceed
ten  percent  (10%) of the retail  sales Floor Area of the  Premises),  and such
other items as are typically  displayed in toy stores located within first-class
regional shopping centers.  It is expressly agreed and understood by Tenant that
the Premises must at all times be merchandised in a unique,  world class manner,
including, without limitation, a variety of themed boutiques (such as, by way of
example only, a "Barbie  Boutique") as well as other unique  theming  consistent
with the quality of the theming of the  Shopping  Center.  Tenant  shall use the
Premises for no other use or purpose.  The Permitted Use is expressly subject to
Section 9.4.

1.14     Security Deposit:
<PAGE>

     None. (Article 26)

1.15     Exhibit C Charge:

     None. (Section 4.10)

1.16     Initial Assessment:

     Four   and   No/100   Dollars    ($4.00)   per   square   foot   of   Floor
A(Sectionh8.4)emises.


     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.

     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, (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 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  on or  before  January  1,  2001,  for  any  reason  (including  without
limitation  abandonment of the  construction of the Shopping Center) then either
Landlord or Tenant, in either party's sole and absolute  discretion,  shall have
the option at any time thereafter  (until  possession is so delivered) to notify
the other party of its 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 or to reconfigure
existing  leasable spaces) 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

<PAGE>

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  3,898  square  feet or more than
7,898  square feet in size and having a mall  frontage of 28.5 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 in proximity 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  Rent and all  Additional  Rent that 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 the
Floor Area of the Premises;

     (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) in the
aggregate;

     (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

<PAGE>

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 from time to time
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 this 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 recurrent 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.

     2.7 Right to  Measure  Floor  Area of  Premises.  Within  thirty  (30) days
following  Substantial  Completion,  Tenant,  at its sole cost and  expense,  or
Landlord, at its sole cost and expense, may elect to 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.  If the  parties do not
exercise their right to measure the Floor Area as provided herein, both Landlord
and Tenant hereby  acknowledge and agree that each party shall  automatically be
deemed to have  absolutely  and  unconditionally  (i) waived  such  right,  (ii)
accepted  the Floor  Area  calculation  as set forth in Section  1.4,  and (iii)
released  and waived any rights the parties may have  against one another in the
event the Floor Area  calculation set forth in Section 1.4 is different from the
actual Floor Area.

<PAGE>

                                   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.  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 90-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 75-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 each year of the Lease Term, in advance,
on the first day of each calendar month, without setoff, deduction, prior notice

<PAGE>

or demand.

     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-five  percent
(75%) of the total leasable Floor Area in the Shopping  Center.  Until such time
as the aforementioned contingency has been met, Tenant shall pay to Landlord the
lesser of (i) the  monthly  Minimum  Annual Rent  otherwise  payable or (ii) the
amount equal to seven percent (7%) 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-five  percent (75%) of
the total leasable Floor Area 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 seven  percent (7%) 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 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

<PAGE>

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

<PAGE>

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.

     (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 business ("Competing  Business") not so operated or owned on
the  Execution  Date within a radius of five (5) miles from the  location of the
Shopping Center  (excluding a store in the shopping center commonly known as the
"Venetian"),  Tenant's  right to  terminate  pursuant to Section  4.3(d) of this
Lease shall be null and void.

     (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 Three  Million and No/100  Dollars  ($3,000,000.00)
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.  Notwithstanding  anything to the contrary  contained  herein,  Tenant's
right to terminate  this Lease pursuant to this Section 4.3(d) shall be null and
void in the event a Competing  Business  exists as provided in Section 4.3(c) of
this Lease.

     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

<PAGE>

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 this 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  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

<PAGE>

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  Priority  of  Payments.   Notwithstanding  anything  to  the  contrary
contained in this Lease,  all  payments  made by Tenant and received by Landlord
may, in Landlord's sole and absolute  discretion,  be applied to any outstanding
arrearages   owed  by  Tenant  to   Landlord,   irrespective   of  any   payment
characterization Tenant may designate for any such payment.

     4.9 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.

     4.10 Exhibit C Charge. Intentionally Omitted.

                                   ARTICLE 5
                      PREMISES TAX AND INSURANCE EXPENSES

     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  covering 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

<PAGE>

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.


                                   ARTICLE 6
                         UTILITIES AND AIR CONDITIONING

     6.1  Utilities.  The Utilities  that Landlord  shall make  available to the
Premises or to a central  distribution  point outside 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.

     Tenant shall use the Utilities,  if any,  provided,  or contracted  for, 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.  Further,
Landlord shall have the right at any time and from time to time during the Lease
Term to contract for Utility  services  from  alternative  service  providers in
which event Tenant shall use such  Utilities  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.

     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 the costs of any and all Utilities  furnished by Landlord to
the  Premises  or  otherwise  for the  benefit  of  Tenant  (including,  without
limitation,  maintenance,  repair,  installation,  and service costs  associated
therewith), 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, or the Utility provider 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  public  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.  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.



<PAGE>

     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.  Tenant shall pay the Air Conditioning Charge
as provided in Section 4.4.

     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  non-exclusive  portions  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.

                                   ARTICLE 7
                                  COMMON AREA

     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,  any 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

<PAGE>

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;   Common  Area  theming   (including,   without
limitation, live and simulated entertainment) and all maintenance, repair and/or
operational  expenses  associated  therewith;  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; 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,

<PAGE>

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  that are part of the  Shopping  Center
(i.e.,  excluding  any Casino  property  having  frontage on the Interior  Mall)
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.

     (c) Limitation on Tenant's  Share of Common Area Expenses.  Notwithstanding
the foregoing to the contrary,  in no event shall  Tenant's share of Common Area
Expenses  for the  calendar  year 2000 ("Base  Year")  exceed an amount equal to
Twenty  Dollars ($20) per square foot of Floor Area of the  Premises.  After the
Base Year, increases in Tenant's share of Common Area Expenses (excluding Common
Area taxes,  insurance  and utility  expenses)  in any  calendar  year shall not
exceed an amount equal to six percent  (6%) per annum on a  cumulative  basis of
the Tenant's  share of such Common Area Expenses for the Base Year (in the event
the Base Year is a partial calendar year, Tenant's share of Common Area Expenses
for the  Base  Year  shall  be  annualized  for  the  purpose  of the  foregoing
calculation).  By way of  example  but not  limitation,  Tenant's  share of such
Common Area  Expenses for the fourth (4th) full  calendar year of the Lease Term
shall not exceed an amount  derived by the  following  formula:  {[(BA x 1.06) x
1.06] x 1.06}, where "BA" equals Tenant's share of such Common Area Expenses for
the Base Year  (annualized  in the  event  the Base  Year is a partial  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

<PAGE>

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;  provided,  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.  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.

     Tenant  acknowledges  and agrees that 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  Landlord  will  not  be
restricted  in any manner by this Lease in the  placement  and/or  design of any
such facilities;  provided,  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 further  acknowledges that the Interior Mall may, in Landlord's sole
and absolute  discretion,  remain open to the public  twenty-four (24) hours per
day, on each and every day of the year.

     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.

                                    ARTICLE 8
                                    MARKETING

     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[s]). Landlord shall
control and administer the Marketing Fund, if  established,  with advice from an
advisory group comprised of  representatives of various Shopping Center tenants.

<PAGE>

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.

     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 adjusted  annually in accordance  with the CPI  Adjustment  Procedures;
provided,  however,  in no event shall the Marketing  Assessment increase in any
year by more  than  five  percent  (5%) over the  Marketing  Assessment  for the
previous  year.  The Base  Month  shall  be the  month  of  October  immediately
preceding the Rent Commencement Date; the Month of Adjustment shall be the month
of October during each year of the Lease Term  thereafter.  The adjustment shall
be effective as of the first day of January following the Month of Adjustment.

     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
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.



                                    ARTICLE 9
                                      USE

     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.

     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

<PAGE>

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,  Gaming
Devices,  or other gaming machines,  or conduct any Gaming Activities  (although
Tenant shall be allowed to display and  demonstrate  to  customers  and/or allow
customers  to operate  items  which  Tenant  has for sale),  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

<PAGE>

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
any Mortgagee (including,  without limitation,  any 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,  or licensees,  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

<PAGE>

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 Landlord'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 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

<PAGE>

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 Tenant in the event the Tenant's use of the Premises  will be
affected by such licenses/agreements.

     9.5 Gaming Provisions.

     (a) Acknowledgment  Regarding Gaming. Tenant hereby expressly  acknowledges
and agrees 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 the Casino(s)  and/or its gaming  nominee has the sole and exclusive
right  pursuant to the REA to conduct  Gaming  Activities.  Tenant  shall not be
permitted  to conduct  Gaming  Activities  or to utilize  Gaming  Devices in the
Premises.

     (c) Tenant's  Obligations.  Tenant and Tenant's Agents shall promptly apply
for and obtain any and all Gaming Licenses required by any Gaming Authority upon
notice from the Gaming  Authority or Landlord.  "Tenant's  Agents" is defined as
any of Tenant's employees, stockholders, members, directors, managers, officers,
general partners,  agents or representatives.  In the event (i) Tenant or any of
Tenant's Agents fails to make such application, or fails to obtain the requisite
Gaming  License,  or  to  otherwise  satisfy  the  requirements  of  the  Gaming
Authorities, or (ii) any Gaming Licenses of the Casino(s) are, or are threatened
to be, denied,  curtailed,  suspended, or revoked by any Gaming Authority due to
the  activities  or  relationships  of Tenant or Tenant's  Agents,  Landlord may
immediately terminate this Lease.

     Tenant agrees to provide any documentation  and/or other evidence requested
by any Gaming Authority as may be appropriate in order for such Gaming Authority
to  determine  whether or not Tenant is in  compliance  with this Section 9.5. A
violation of this  Section 9.5 shall be a  non-curable  default  pursuant to the
provisions of Section 16.1(d) of this Lease.

     9.6 Competing  Tenant. In the event that at any time during the Lease Term,
Landlord  enters into a lease with a tenant in the Shopping Center whose Primary
Use (as  defined  herein) is the retail  sale of  children's  toys  (hereinafter
"Competing  Tenant"),  and such  Competing  Tenant is open and  operating in the
Shopping  Center,  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
Cure 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 and Percentage Rent payable pursuant to
Article  1 shall  be  decreased  by  fifty  percent  (50%).  The  aforementioned
reduction  shall in no event be  deemed to  modify,  reduce,  or abate  Tenant's
obligation to pay all other Additional Rent under the Lease.

     In  addition,  both  Landlord  and Tenant shall have the right to terminate
this Lease upon  notice to the other  party  given at any time after a Competing
Tenant has been open for a period of one (1) year  following  the  expiration of
the Cure Period and so long as such  Competing  Tenant  continues to operate its
business. In the event Landlord exercises such right to terminate,  Tenant shall

<PAGE>

have  the  right to  nullify  Landlord's  termination  notice  by (i)  notifying
Landlord,  within ten (10) days following  Landlord's notice of termination,  of
its intention to waive the fifty percent (50%)  reduction in Minimum Annual Rent
and  Percentage  Rent, and (ii)  immediately  commencing the payment of the full
amount of such rental  payable  pursuant to the terms of this Lease  (absent the
terms of this Section  9.6).  In the event of the  termination  of this Lease by
Landlord as provided herein,  Landlord shall pay Tenant, within thirty (30) days
after the  effective  date of  termination,  an amount equal to the  unamortized
portion  of the cost  incurred  by  Tenant in  connection  with  Tenant's  Work,
amortized on a straight-line  basis from the Rent  Commencement Date through and
including the original Expiration Date.

     In the event the Competing  Tenant ceases operating in the Shopping Center,
then  Minimum  Annual  Rent and  Percentage  Rent  shall  revert  to the  amount
specified in Article 1.

     The  term  "Primary  Use" as  used in this  Section  9.6  means  more  than
twenty-five  percent  [25%] of the  sales  Floor  Area of the  entire  premises,
including aisle space, is used for the display of such merchandise.

     Notwithstanding  the  foregoing to the contrary:  is agreed and  understood
that the following shall be excluded from the definition of a Competing  Tenant:
(i) one (1) tenant whose  Primary Use is the sale of  children's  toys and whose
premises  contain less than 2,000 square feet of Floor Area; and (ii) any tenant
whose Primary Use is the sale of educational or similar specialty toys (such as,
by way of example only,  the stores doing business under the trade name of Store
of Knowledge, Learningsmith, or Discovery Store); and (iii) one (1) tenant whose
Primary Use is the sale of a specific type or category of  children's  toy (such
as, by way of example,  "Build-A-Bear") and whose premises does not exceed 4,000
square  feet of Floor  Area;  and (iv) any  tenant  whose  principal  use of its
premises and primary concept is the sale of apparel or gifts with the incidental
sale of children's toys provided no more than  thirty-five  percent [35%] of the
sales Floor Area of any such tenant's entire premises, including aisle space, is
used for the display of such  children's  toys; and (v) any kiosk or cart tenant
(provided, however, in no event shall a kiosk or cart selling children's toys be
located in the area  directly in front of the  Premises).  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.

     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 (other
than an Occupancy  Transaction as to which Landlord's consent was not required);
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.
<PAGE>

     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  and which  hours  may,  in
Landlord's sole and absolute  discretion,  be unique and extended to provide for
optimum sales  generation.  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  Midnight,  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  Tenant's
Plans to Landlord 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 in this Lease and as an
inducement  for the  Tenant to enter  into this  lease  prior to the  receipt by
Tenant of the Tenant Package, Landlord agrees to the following: (i) Tenant shall
not be required to perform any work not specifically  provided for in the Lease;
(ii)Tenant shall not be required to pay Landlord for any service,  work, etc. or
other fee unless specifically provided for in the Lease; (iii) in the event of a
conflict between the Tenant Package and a requirement  specifically provided for
in the  Lease,  the Lease  shall  prevail;  and (iv) in the event of a  conflict
between the Landlord  approved plans and the Tenant Package,  the approved plans
shall prevail except to the extent such discrepancy  would result in a violation
of building code or other local building department requirement.

     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 the Shopping  Center 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

<PAGE>

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

<PAGE>

reasonable attorney fees and bond premiums).

         (d)  Notice of  Non-responsibility.  Landlord  or it'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 may deem to be proper for
the  protection  of  Landlord'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 or  portion  thereof  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

<PAGE>

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.


<PAGE>

     (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 with a commercially  reasonable  deductible.  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.  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.,

<PAGE>

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 such  litigation  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.
<PAGE>

         (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 9.5 [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

<PAGE>

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

<PAGE>

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,
clearance, 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)  Failing  or  refusing  to  comply  with  Section   9.5;   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 a
written  notice  specifying  the nature of the default and demanding that Tenant
fully  cure  each  such  default  within  the  time  period   specified  in  the
correspondingly lettered subparagraphs below:

     (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,  clearance,  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
<PAGE>

     (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

<PAGE>

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;

     (e) The unamortized  cost of the  Construction  Allowance,  if any, paid by
Landlord to Tenant in accordance with the provisions of Exhibit C-Addendum, if a
part of this Lease, and/or any rent credit given to Tenant, with a straight-line
amortization schedule and an amortization period equal to the Lease Term; and

     (f) 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

<PAGE>

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

<PAGE>

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.


<PAGE>

     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

<PAGE>

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.

     Concurrently  with Tenant's  execution of this Lease,  Tenant shall execute
and deliver to Landlord the Notice of  Assignment  of Lease  attached  hereto as

<PAGE>

Exhibit G.

     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.

     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.  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.  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,  any 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,
any Ground Lessor), execute an attornment agreement confirming the same, in form
and substance reasonably  acceptable to Landlord or Landlord's  successor.  Such
agreement  shall provide,  among other things,  that said successor shall not be
bound by (a) any  prepayment of more than one (1) month's Rent (except  Security
Deposit but only to the extent  received by said  successor) or (b) any material
amendment of this Lease made after the later of the Execution  Date, or the date
that such successor's lien or interest first arose,  unless said successor shall
have consented to such amendment.  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  or  Mortgagee,  Tenant  shall  execute  and  deliver  to  Landlord  or
Mortgagee,  if  applicable,  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,  any 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

<PAGE>

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

<PAGE>

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, the occupancy and/or on-going operation of Major Tenants).

     25.3 Shopping Center  Configuration.  Tenant acknowledges that Exhibit A is
for the purposes of convenience only and that,  subject to Section 7.5, 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.

     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

<PAGE>

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, and (c) computer or
other reporting  system failures  resulting from the conversion to the year 2000
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

<PAGE>

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

<PAGE>

("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  Development (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.

ALADDIN BAZAAR, LLC,
a Delaware limited liability company

By: TH Bazaar Centers Inc.,
a Delaware corporation,
as managing member

By:
Name:
Title:
By:
Name:
Title:
LANDLORD


<PAGE>

TOYS INTERNATIONAL,
a California corporation

By:
Name:
Title:
By:
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.

     "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.  In no
event  shall the CPI  Adjustment  Procedures  result in a decrease of any sum of
money.  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.
<PAGE>

     "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.  In addition  "Common  Area" shall  include  areas
outside the  boundaries  of the  Shopping  Center that are  included in the term
"Common Area" as defined in the REA.

     "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.

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

     "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.


<PAGE>

     "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 Charge" means the charge 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
(including  without limitation the operation of Gaming Devices) 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 Board,
and/or any other state or local agency or authority  regulating  the business of
gambling and/or liquor licenses.

     "Gaming  Devices"  means slot  machines or other gaming  devices,  cashless
wagering systems and associated  equipment (as those terms are defined in Nevada
Revised  Statues  Chapter 463), or any other  equipment or supplies  utilized to
perform Gaming Activities.

     "Gaming Licenses" means any licenses, permits,  authorizations,  approvals,
registrations,  waivers  and/or  findings  of  suitability  issued by any Gaming
Authority.

     "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.  Gross Sales shall include, 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 (i) 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,  or (ii) sums

<PAGE>

and  credits  received  in the  settlement  of  Claims  for loss of or damage to
merchandise;  or (iii) sales of fixtures,  equipment  or property  which are not
stock in trade.  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. Gift Certificates shall be included in Gross Sales upon the redemption
of same at the Premises.  Each sale upon installments or credit shall be treated
as a sale for the full sale price at the time of sale.

     "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 refund,  credit or the amount of discounts  made thereon;  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;  and transfers of merchandise  between  Tenant's
stores.  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),  if any,  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

<PAGE>

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,  code,  rule,  requirement,  order,  court  decision  or
procedural requirement of any Governmental Authority,  and/or (ii) the rules and
regulations of the applicable  governmental  insurance  authority or any similar
body,  and/or (iii) the requirements of the REA.  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)

<PAGE>

to an extent of more than twenty-five percent (25%) of the full replacement cost
of the  Premises,  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, (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,  and (iii) any  premises  (or the  occupants  thereof)  located  in
buildings that are not a part of the primary  Shopping Center  structure  (e.g.,
pad locations or peripheral property), the Restaurant Tenants, and (v) premises,
if any, used for the purpose of performing marriage ceremonies.

     "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.

     "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,  beneficiary (or trustee acting on behalf of
the  beneficiary),  or assignee of any Mortgage,  or any lessor under the 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  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.


<PAGE>

     "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  Landlord,  the  owner  or  owners  of the
Casino(s),  and/or the owner or owners of the real property  comprising all or a
portion of the Shopping  Center and/or the Casino(s),  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.

     "Restaurant  Tenants"  means  those  tenants  whose  primary  use of  their
premises in the Shopping  Center is the operation of a restaurant  (exclusive of
tenants located within the Food Court).

     "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 (e.g.,  sprinkler  and Air  Conditioning
System) 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 Agents" is defined in Section 9.5(c).

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

     "Tenant's Plans" means calculations,  specifications, designs, and drawings

<PAGE>

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 treatment and removal,  treatment
and delivery of water,  (including chilled or hot 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
      PROVISIONS RELATING TO THE DESIGN AND CONSTRUCTION OF TENANT'S STORE


I.       General Requirements

     A. Tenant Package. Landlord will provide Tenant with the Tenant Package (as
defined in Exhibit B) which outlines specific  requirements to be adhered to for
the purpose of the initial construction of the Premises.

     B. Tenant's Plans.

     1. Prior to Tenant preparing Tenant's Plans, Tenant, Tenant's architect and
engineer(s)  shall  thoroughly  familiarize  themselves  with all local building
codes,  this  Exhibit C and the Tenant  Package,  as well as verify by  physical
inspection,  the accuracy and  completeness  of the  existing  site  conditions.
Tenant's  Plans and  construction  shall be  prepared  and  performed  with full
knowledge  of and in  compliance  with the Tenant  Package  (including,  without
limitation,  the use of  required  lien waiver  forms  provided  therein),  this
Exhibit  C and Legal  Requirements  including,  but not  limited  to all  energy
conservation,  Hazardous  Materials  Laws,  and  handicap  access  requirements.
Tenant's Plans shall be prepared and/or stamped by architect(s)  and engineer(s)
fully qualified and licensed in the state of Nevada.

     2. Within  ninety  (90) days after  receipt of the Tenant  Package,  Tenant
shall submit to Landlord,  for Landlord's preliminary review, fully detailed and
dimensioned 1/2" scale preliminary design drawings for Tenant's  Premises.  This
preliminary submittal shall include the following:  (a) three (3) sets of prints

<PAGE>

and one (1) sepia showing storefront  elevations,  floorplan,  reflected ceiling
plan, fixture plans, and sections through the storefront and storefront signage,
(b) one (1) material  sample and color board,  and (c) if requested by Landlord,
one (1)  completely  colored  rendering  of Tenant's  storefront  design  and/or
photographs of Tenant's existing prototype.

     3.  Within  twenty-five  (25) days after  Landlord's  approval  of Tenant's
preliminary  plans,  Tenant agrees to submit to Landlord,  for Landlord's  final
review,  six (6)  sets  of  prints  and one (1)  sepia  of  fully  detailed  and
dimensioned 1/4" scale final construction drawings for Tenant's Premises,  which
shall include the following : (a) architectural drawings including plan views of
the storefront, floor areas, and reflected ceiling; elevations of the storefront
and  interiors;  sections  through  the  storefront,  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,  panel  schedules,  riser diagrams,  load
calculations,  and all  calculations  and forms  required  by  applicable  Legal
Requirements, (c) all mechanical drawings, including but not limited to heating,
ventilating, and air conditioning design calculations, an equipment schedule and
specifications,  the design for the air  distribution  duct work  system,  smoke
exhaust system, exhaust fan(s), plumbing fixtures and piping specifications, and
(d)  structural  drawings  indicating any Tenant design  elements,  alterations,
additions and/or  reinforcements to Landlord's structure required to accommodate
Tenant's  Work,  and all  calculations  and  completed  forms  required by Legal
Requirements.

     C. Approval of Tenant's Plans.

     1.  Tenant's  Plans and the design and  quality of  Tenant's  Work shall be
subject to the approval of Landlord.

     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   approval   of   Tenant's   Plans  shall  not  create  any
responsibility  or  liability  on the part of Landlord  for their  completeness,
sufficiency,  design,  workability 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. Any additional expenses incurred by Landlord for
the review of any changes to the  approved  Tenant's  Plans shall be at Tenant's
expense  and  reimbursed  by Tenant  upon  Tenant's  receipt of an invoice  from
Landlord.

     D. Requirements for Tenant's Improvements.

     1. Tenant's Work and all other  Improvements shall be constructed under the
supervision of an on-site  superintendent  at all times,  and in accordance with
the approved Tenant's Plans, this Exhibit C and the Tenant Package.

     2. At  Tenant's  sole cost,  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.


<PAGE>

     3. Tenant, at its sole cost and expense, shall be responsible for obtaining
all  necessary  permits  including,  but not  limited  to,  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.

     4. Tenant shall not be  permitted  to open for business  until the Premises
fully and strictly  comply with Legal  Requirements  and the  approved  Tenant's
Plans.

     5. Prior to Tenant opening for business, Tenant shall provide Landlord with
a copy of the Certificate of Occupancy.

     6.  Tenant  shall  complete  all  Landlord  punchlist  items to  Landlord's
commercially  reasonable  satisfaction within thirty (30) days following receipt
of Landlord's punchlist.

     7. Within sixty (60) days, after completion of Tenant's Work,  Tenant shall
deliver to  Landlord:  (i) a copy of the final  signed-off  building  inspection
card,  permit or report with respect  thereto,  (ii) original  forms of all lien
waivers from all parties  supplying  labor and/or  materials  for Tenant's  Work
which are notarized and unconditional using only the appropriate forms set forth
in  the  Tenant  Package,  and a copy  of  Tenant's  recorded  valid  Notice  of
Completion, and (iii) a certification from the architect of record that the work
is  substantially  complete and the Premises have been constructed in accordance
with the approved Tenant's Plans and this Exhibit C.

     8. All work shall be performed  and completed  strictly in accordance  with
Legal  Requirements  in a good and workmanlike  manner,  and shall be diligently
prosecuted to completion.

     9. 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 located on site.

     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 a
one time charge  equal to $.60 per square foot of Floor Area of the  Premises to
Landlord for the  non-exclusive  use of such  receptacles.  This charge shall be
reimbursed by Tenant upon Tenant's receipt of an invoice from Landlord.

II.      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 II and any other Improvements
or work necessary to construct and complete  construction of Tenant's store. All
costs of Tenant's Work shall be paid for by Tenant  regardless of whether or not
Tenant  actually  performed  the work.  In the event  Landlord  performs work at
Tenant's expense as provided in this Exhibit C, Tenant shall reimburse  Landlord
for the cost thereof  immediately upon Landlord's  request  therefor;  provided,
however, that any such costs shall be competitive with the costs of commensurate
contractors serving the same trade area.

     B.  Performance  of Work by  Landlord.  The cost  incurred  by  Landlord in
performing  any work or  modification  on behalf of Tenant above and beyond that
described under Section V of this Exhibit C,  "Description of Landlord's  Work",
or which is  required as a result of Tenant's  Work and/or  other  Improvements,
shall be reimbursed by Tenant upon Tenant's receipt of an invoice from Landlord;
provided,  however,  that any such costs shall be competitive  with the costs of
commensurate contractors serving the same trade area.
<PAGE>

     C. Storefront.

     1. Tenant will be required to complete the  storefront,  infill  unfinished
storefront  openings  such as  display  windows,  entry  areas,  and  any  other
unfinished  openings  (as set forth in the  Tenant  Package),  and  install  the
storefront signage.

     2. Landlord will  construct a portion of Tenant's  storefront and the scope
of such work is set forth on Exhibit I attached  hereto.  As  consideration  for
such work, Tenant shall pay Landlord the "Storefront Charge" (as defined herein)
upon Tenant's receipt of an invoice therefor.  The Storefront Charge shall be an
amount equal to Fifty Thousand Dollars ($50,000.00).

     D. Ceilings. Tenant shall furnish and install all ceilings.

     E. Partitions.

     1. Tenant shall furnish and install all  partitions  within the Premises as
required by Legal Requirements and as shown in Tenant's approved Plans.

     2. Tenant shall  plaster or drywall and  firetape the interior  side of all
Interior Demising Partitions and Perimeter Demising Partitions over their entire
area, except for necessary  openings as designated by Legal  Requirements or the
Tenant Package.

     F. Floor.  Tenant shall furnish and install all floor coverings  within the
Premises.

     G. Rear Exit/Service Door(s).  Landlord, at Tenant's expense, shall furnish
and install rear exit/service door(s),  frames and hardware as required by Legal
Requirements,  which cost shall be reimbursed by Tenant upon Tenant's receipt of
an  invoice  from  Landlord  provided,  however,  that any such  costs  shall be
competitive  with the costs of commensurate  contractors  serving the same trade
area and shall not exceed $1,100 per door.

     H. Plumbing.

     1. Tenant  shall  furnish and install all  plumbing  fixtures  and rough-in
plumbing.  Tenant's  plumbing  contractor shall provide  approved  receptors and
piping for air  conditioning  condensate  drains and water  heater  overflow  as
specified in the Tenant Package.

     2. Grease traps will be required for all food preparation  areas having pot
sinks or any grease-producing appliances that discharge into the waste system.

     3. Tenant shall not be permitted to use natural gas in the Premises.

     I.  Sprinklers.  At Tenant's  expense  (which cost shall be  reimbursed  by
Tenant upon Tenant's receipt of an invoice from Landlord), Landlord's contractor
shall make such additions, modifications, or relocations to the sprinkler system
installed by Landlord  required by the design  and/or  construction  of Tenant's
Improvements,  or to bring the same into  compliance  with the  requirements  of
Landlord's  insurance  underwriters and Legal Requirements;  provided,  however,
that any  such  costs  shall  be  competitive  with  the  costs of  commensurate
contractors serving the same trade area.

     J. Air Conditioning/Heating.

     1. All air  conditioning  and heating  work  required by Tenant shall be at
Tenant's sole cost and expense. All such air conditioning and heating work shall
be  designed  and  installed  by Tenant  (except as  provided in Item 2. of this

<PAGE>

Section  J).  This  work  shall  include,  without  limitation,  additional  air
conditioning,  if any,  connection  to supply and return lines,  duct work,  any
associated distribution devices, and any controls or circuitry required.  Tenant
shall  provide  heating to the  Premises  in  accordance  with,  and if required
pursuant  to, the  Tenant  Package.  Notwithstanding  anything  to the  contrary
contained in this Lease and Exhibits,  if Tenant's  business produces odor, fume
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
System  designed  to resolve the  problems  caused by such  operations.  The Air
Conditioning  System  serving  the  Premises  shall  be  designed  to  cool  air
automatically.  Tenant,  at a  minimum,  shall  maintain  conditions  inside the
Premises as follows:  75(degree)  Fahrenheit dry bulb and 50% relative  humidity
with  outside  conditions  of  108(degree)  Fahrenheit  dry bulb and  71(degree)
Fahrenheit wet bulb.

     2. Landlord, at Tenant's expense, shall furnish and install an air terminal
box  connected  to  Landlord's  main  supply  line  and  provide  Tenant  with a
thermostat,  which costs shall be reimbursed by Tenant upon Tenant's  receipt of
an invoice  from  Landlord;  provided,  however,  that any such  costs  shall be
competitive  with the costs of commensurate  contractors  serving the same trade
area and shall not exceed $5,000.

     K.  Electrical.  Tenant shall install all  electrical  and  telephone  work
required within the Premises, including, without limitation, the following:

     1.  Feeders  and other  work from the  central  distribution  point,  light
fixtures,  transformers,  electrical  panels,  electrical  fuses, a main service
disconnect  switch at  Tenant's  distribution  point,  distribution  within  the
Premises and  additional  conduit(s)  from the central  distribution  point,  as
required.

     2. Temporary power for Tenant's construction.

     3. It shall be Tenant's  sole  obligation,  at its expense,  to  diligently
arrange for electrical and telephone  service and  installation of an electrical
meter by the electrical  provider,  to be designated by Landlord,  in sufficient
time to establish  such  service  prior to the date Tenant  initially  opens for
business.

     4. Landlord  shall furnish and install the  following,  at Landlord's  main
distribution point, and the cost of such work shall be reimbursed by Tenant upon
Tenant's receipt of an invoice from Landlord:  (i) a main electrical  switch and
(ii)  electrical  fuses  provided,   however,  that  any  such  costs  shall  be
competitive  with the costs of commensurate  contractors  serving the same trade
area and shall not exceed $7,600.00.

     L. Miscellaneous.  At Tenant's expense, Tenant shall provide and/or furnish
and install the following (except as otherwise expressly provided herein):

     1. Life safety systems, as may be required by Legal Requirements,  shall be
installed  by Landlord at Tenant's  expense  (provided,  however,  that any such
costs shall be competitive  with the costs of commensurate  contractors  serving
the same trade area).

     2. Elevators,  dumbwaiters, chutes, conveyors, duct shafts, pneumatic tubes
and their shafts, doors, and other components,  including electrical hook-up and
service, if any, from the electrical panel to said equipment.

     3. After Tenant's initial opening for business, Tenant shall be required to
install  sound  insulation  of the walls and  ceilings,  and/or such other sound
insulation  measures as required  by  Landlord  in its  commercially  reasonable
discretion,  in the event Tenant's  business  operations create sounds or noises

<PAGE>

that disturb Landlord,  other tenants, patrons of other tenants, or the occupant
of any space in the Shopping Center.

III.     DESIGN CRITERIA.

     A. Structural.

     Tenant must receive  Landlord's prior written approval,  which approval may
be  given or  withheld  in  Landlord's  sole and  absolute  discretion,  for any
alteration(s),  addition(s),  reinforcement(s),  or  penetration(s)  which shall
affect any space  (including,  but not  limited  to, any  portion of the Casino)
located  adjacent to, above,  or beneath  Tenant's  Premises.  All work shall be
performed by Tenant, at Tenant's expense (or at Landlord's  option, by Landlord,
at  Tenant's  expense).  Any  commercially   reasonable  costs  associated  with
Landlord's review and approval of Tenant's proposed alteration(s),  addition(s),
reinforcement(s),  or  penetration(s)  as provided herein shall be reimbursed by
Tenant upon Tenant's receipt of an invoice from Landlord.

     B. Roof.

     1. There shall be no  installation of radio , television  and/or  satellite
dishes and/or antennas.  Further,  any other roof-top equipment shall be subject
to the prior  written  approval of  Landlord  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  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 and/or said Governmental Authorities shall be designed and installed by
Landlord,  at Tenant's expense, or at Landlord's option,  designed and installed
by Tenant, at Tenant's expense; provided,  however, that any such costs shall be
competitive  with the costs of commensurate  contractors  serving the same trade
area.

     2. All flashing,  counter-flashing,  roof  penetrations 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 roofing contractor; provided,
however, that any such costs shall be competitive with the costs of commensurate
contractors serving the same trade area.

     C. Storefront.

     1.  Tenant  shall  strictly   comply  with  the   storefront   theming  and
construction  criteria  that  pertain to  Tenant's  Premises as set forth in the
Tenant Package.

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

     3. All storefront  work,  including entry doors,  shall be supported at its
head  sections by a welded  structural  steel  framework  that shall be securely
attached, suspended and braced to the existing building structure.

     4. 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 Work.

     5. All  storefront  materials  shall be durable  materials that express and

<PAGE>
maintain the theming for the area of the  Shopping  Center in which the Premises
is  located.  Such  materials  are  outlined  in the Tenant  Package and must be
submitted to Landlord, for Landlord's approval, prior to application.

     6. All storefront  construction  and materials  shall be resistant to wear,
fading, discoloration, and decay.

     D. Floors. Tenant shall furnish and install hard durable flooring materials
within  the sales  Floor Area of the  Premises  such as  marble,  slate,  stone,
natural  hardwood,  mosaic  tile or  similar  materials  approved  by  Landlord.
Tenant's  storefront  entry  area  shall  have hard  durable  flooring  material
identical in quality,  color and pattern to the mall flooring  material,  or, at
Landlord's option, such other durable materials as may be approved by Landlord.

     E. Ceiling.

     1. Ceilings shall be drywall or plaster construction within the sales Floor
Area of the  Premises.  Other ceiling  material  finishes may be used subject to
written  approval by Landlord.  Acoustical T-bar ceiling with standard 24" x 48"
modules will only be permitted in storage and nonpublic areas.

     2. Tenant shall strictly comply with  specifications of the maximum ceiling
height of the Premises set forth in the Tenant  Package;  it is understood  that
such  maximum  ceiling  heights  will vary for  different  areas of the Shopping
Center  but will be no less than  twelve  feet  (12').  Higher  ceilings  may be
allowed upon written  approval from Landlord . Any relocation of or modification
to  structure,  piping,  conduit  and/or  duct  work  necessitated  by  Tenant's
installation  of a  ceiling  in  excess  of the  height  limitation  shall be at
Tenant's expense.  Any access panels and/or catwalks above the ceilings required
to serve Tenant's Work shall be installed at Tenant's expense.

     F. Electrical.  All lighting fixtures in Tenant's public areas,  other than
decorative  fixtures,  shall  be  recessed.   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.

     G.  Signs.  All signs shall be designed  strictly  in  accordance  with the
Tenant Package. Tenant acknowledges that the sign criteria have been established
for the 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.

IV.      Tenant's Use of a Contractor.

     A. Contractor Selection. Tenant must use only union labor contractor(s) and
subcontractor(s)  for the construction of Tenant's Work and Improvements  Tenant
further   agrees  that  it  will   require  any  general   contractor   and  any
subcontractors it retains for the construction of Tenant's Work and Improvements
to execute the Letter of Assent as described  herein.  The "Letter of Assent" is
an  agreement  required by the local union and a copy of the Letter of Assent is
contained in the Tenant  Package.  Such  contractor  shall be bondable and shall
meet all  licensing  and  insurance  requirements  established  by Landlord  and
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 of
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":
<PAGE>

     1. Prior to  commencement  of Tenant's  Improvements,  Tenant's  contractor
shall provide  Landlord with a construction  schedule  indicating the 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 and  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  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 Legal Requirements and
all reasonable and equitable  rules and  regulations  established by Landlord in
the performance of Tenant's Improvements .

     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 Six and
No/100  Dollars ($6) 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 satisfactory to Landlord,  and shall be
in such form as Landlord shall approve in its sole and absolute  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  Improvements.  The performance bond shall be in an amount equal to one
hundred percent (100%) of 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 satisfactory  to Landlord,  and shall be in such form as Landlord
shall approve in its sole and absolute discretion.

V.       Description Of Landlord's Work.
<PAGE>

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

     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  code 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 1 (one).  Exterior  walls  shall be  masonry,  metal
stud, and plaster or such other material or materials as Landlord shall select.

     C.  Partitions.  Landlord will provide  Interior  Demising  Partitions  and
Perimeter Demising  Partitions.  At Landlord's  option, the demising  partitions
shall be of unfinished  (i) masonry,  or (ii)  concrete,  or (iii) metal or wood
studs sixteen inches (16") on center,  to the underside of the structure  above.
Where such partitions fall on structural  column lines, at structural  braces or
structural   expansion  joints,   projections  may  occur.  Where  desirable  in
Landlord's  opinion,  a vertical neutral strip will be located at the storefront
area between stores.

     D. Floor.  Concrete  floor slabs within the interior of the Premises  shall
have a smooth finish.  Such floor shall be on a single plane without depressions
or raised areas, but may, at Landlord's option, be sloped.  Notwithstanding  the
foregoing to the contrary,  it is agreed and  understood  that the floor slab in
some premises shall have changes in elevation.


     E.  Plumbing.  Water service and sewer  laterals shall be sized by Landlord
and brought to a point above or directly  beneath the Premises,  as specified in
the Tenant Package.

     F.  Sprinklers.  An automatic  sprinkler  system as described in the Tenant
Package shall be installed in accordance with  Landlord's  standard grid pattern
and height that shall  include  one (1)  sprinkler  head per one  hundred  (100)
square feet of Floor Area of the Premises.

     G. Electrical.  Pursuant to Landlord's criteria, Landlord shall provide the
following:  (i)  facilities  for the delivery of 277/480 volt power to a central
distribution  point,  (ii) an electrical meter socket at the distribution  point
and  (iii)  an  empty  conduit(s)  from the  central  distribution  point to the
Premises for electrical and telephone lines.  Tenant's facilities shall be sized
and located by Landlord, as specified in the Tenant Package.

     H. Air Conditioning.  Landlord shall design and install an Air Conditioning
System to serve the Premises with chilled air or water or other refrigerant,  at
Landlord's  sole  discretion.   The  Air  Conditioning  System  may  consist  of
equipment,  meters, and facilities that serve the Premises either exclusively or
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.  The  Tenant  Package  shall  detail  the  type,   design,  and
specifications of the Air Conditioning System provided by Landlord. In the event
Tenant  requires  in excess of 3.85 watts per  square  foot of Floor Area and if
such  additional  capacity is available,  Landlord may, in its sole and absolute
discretion, provide the additional capacity to Tenant and Tenant shall reimburse
Landlord for the cost thereof upon Tenant's receipt of an invoice from Landlord.




<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.

     Tenant's  employees  shall not be  permitted  to enter  those  areas of the
Casino(s) which are designated "Employees Only."

     Tenant shall not permit its employees to perform their  employment tasks in
any  portion  of the  Casino(s)  without  the  express  written  approval  of an
authorized  agent on  behalf  of the  owner  of the  Casino.  Further,  any such
employees  shall be bonded in such amount as may be reasonably  required by such
Casino owner.



<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 $ per square
foot of Floor Area of the  Premises  was  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

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




<PAGE>
                                   EXHIBIT G

                          Notice-of-Assignment of Lease


_________________, 199__

TOYS INTERNATIONAL, a California corporation
550 Rancheros Drive
San Marcos, CA  92069

Re: Lease Dated: __________________________________

Mortgagee: Fleet National Bank
Address of Mortgagee: 75 State Street
Mail Stop MA BO F11C
Boston, MA 02109-1810
Attn: Margaret A. Mulcahy (or her successor)

Mortgage Dated: __________________________________

Dear Sir/Madam:

     The  undersigned  has  assigned  by  a  mortgage  or  deed  of  trust  (the
"Mortgage")  dated  as  shown  above  to  the  Mortgagee  identified  above,  as
administrative  agent for the "Lenders"  under a Building Loan Agreement of even
date with the Mortgage,  all the undersigned's estate, right, title and interest
in, to and under the Lease  between you and the  undersigned  dated as set forth
above, as said Lease may have been heretofore modified or amended (the "Lease"),
together  with all  right,  title  and  interest  of the  undersigned  as lessor
thereunder,  including,  without limitation, the right upon the occurrence of an
Event of  Default  (as  defined in the  Mortgage)  to collect  and  receive  all
earnings, revenues, rents, issues, profits and income of the property subject to
the Mortgage.

     Said  assignment  does not impair or diminish any of our obligations to you
under the  provisions of the Lease,  nor are any such  obligations  imposed upon
Mortgagee, its successors or assigns.

     Pursuant to said  assignment you are hereby notified that in the event of a
demand on you by  Mortgagee or its  successors  and assign  (provided  Mortgagee
shall have  notified you of the identity of  Mortgagee's  successor or assignee)
for the payment to it of the rents due under the Lease,  you may, and are hereby
authorized  and directed to, pay said rent to  Mortgagee  (or such  successor or
assignee)  and we hereby agree that the receipt by you of such a demand shall be
conclusive  evidence of Mortgagee's (or such successor's or assignee's) right to
the receipt  thereof and that the payment of the rents by you to  Mortgagee  (or
such successor or assignee) pursuant to such demand shall constitute performance
in full of your  obligation  under  the  Lease  for the  payment  of rent to the
undersigned.

     Kindly  indicate  your  receipt of this  letter and your  agreement  to the
effect set forth below by signing the  enclosed  copy  thereof and mailing it to
Mortgagee at its address  identified  above to the  attention of its Real Estate
Finance Office.

ALADDIN BAZAAR, LLC,
a Delaware limited liability company

By: TH Bazaar Centers Inc.,
a Delaware corporation,
as managing member

By:
Name:
Title:

By:
Name:
Title:
LANDLORD
<PAGE>



     The  undersigned  acknowledges  receipt of the  original of this letter and
agrees for the  benefit  of  Mortgagee  that it shall  notify  Mortgagee  of any
default on the part of the  landlord  under the Lease  which  would  entitle the
undersigned  to cancel the Lease or to abate the rent  payable  thereunder,  and
further agrees that,  notwithstanding  any provision of the Lease,  no notice of
cancellation thereof, nor of any abatement,  shall be effective unless Mortgagee
has  received  the notice  aforesaid  and has failed  within 30 days of the date
thereof to cure, or if the default  cannot be cured within 30 days has failed to
commence and  diligently  prosecute the cure,  of landlord's  default which gave
rise to the right to cancel or abate.


TOYS INTERNATIONAL,
a California corporation

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

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





<PAGE>
                                    EXHIBIT H
                               GUARANTY OF LEASE


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

a. Name of Shopping Center: DESERT PASSAGE AT ALADDIN

b. Landlord: ALADDIN BAZAAR, LLC,
a Delaware limited liability company

c. Tenant: TOYS INTERNATIONAL,
a California corporation

d. Premises Address: Space No. 1-H-095


     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)

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)