AGREEMENT OF LEASE BETWEEN
                         BRAINTREE PROPERTY ASSOCIATES,
                              LIMITED PARTNERSHIP
                                      AND
                                  OCEAN, INC.
                            d/b/a "Pizzeria Regina"
<PAGE>

     AGREEMENT OF LEASE made as of November 15, 1995 between BRAINTREE PROPERTY
ASSOCIATES, LIMITED PARTNERSHIP, having its principal place of business c/o
Corporate Property Investors, 3 Dag Hammarskjold Plaza (305 East 47th Street),
New York, New York 10017, Attention: Corporate Secretary (the Landlord) and
OCEAN, INC., d/b/a "Pizzeria Regina", a Massachusetts corporation, having a
place of business c/o Boston Restaurant Association, 205 Portland Street,
Boston, Massachusetts 02114 (the Tenant).


                                 R E C I T A L

     Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord, the Premises, for the Term, commencing on the Commencement Date,
subject to the terms, covenants, conditions and provisions of this Lease. If
the Commencement Date is not the first (1st) day of a month, Rent for the month
in which the Commencement Date occurs shall be prorated to the end of the
month, the first (1st) full monthly installment of Rent shall be due on the
first (1st) day of the next month and after the expiration of the number of
years in the Term, the Term shall expire on the last day of the same month in
which the Commencement Date of the Term occurred, it being the intention of the
parties that the Term expire on the last day of a month. When the Commencement
Date has been determined, Landlord and Tenant shall execute, acknowledge and
deliver a written statement in recordable form specifying the Commencement and
expiration dates of the Term and, if there shall have been any changes in the
Floor Space of the Premises, such statement shall reflect such change or
changes. Said statement upon execution and delivery shall be deemed to be a
part of this Lease.
<PAGE>

                              TABLE OF CONTENTS


<TABLE>
<S>                        <C>                                                                        <C>
                                                                                                       Page
ARTICLE 1                  DEFINITIONS                                                                1-1
ARTICLE 2                  CONSTRUCTION
 Section 2.1               Tenant's Work  .........................................................   2-1
 Section 2.2               Performance of Tenant's Work  ..........................................   2-1
 Section 2.3               Remedies for Tenant's Failure or Delay to Submit Plans or Perform Work     2-2
 Section 2.4               Ownership of Improvements  .............................................   2-2
 Section 2.5               Failure to Open or to do Business   ....................................   2-2
ARTICLE 3                  RENT
 Section 3.1               Payment  ...............................................................   3-1
 Section 3.2               Fixed Rent  ............................................................   3-1
 Section 3.3               Percentage Rent   ......................................................   3-1
 Section 3.4               Tax Rent    ............................................................   3-5
 Section 3.5               Common Area Rent  ......................................................   3-6
 Section 3.6               Additional Rent   ......................................................   3-8
 Section 3.7               Rent for a Partial Month   .............................................   3-8
 Section 3.8               Interest    ............................................................   3-8
 Section 3.9               Taxes    ...............................................................   3-8
ARTICLE 4 COMMON AREAS
                                                                                                      4-1
ARTICLE 5                  LANDLORD'S ADDITIONAL COVENANTS
 Section 5.1               Repairs by Landlord  ...................................................   5-1
 Section 5.2               Quiet Enjoyment   ......................................................   5-1
ARTICLE 6                  TENANT'S ADDITIONAL COVENANTS
 Section 6.1               Affirmative Covenants   ................................................   6-1
 Section 6.2               Negative Covenants   ...................................................   6-8
ARTICLE 7                  DESTRUCTION: CONDEMNATION
 Section 7.1               Fire or Other Casualty  ................................................   7-1
 Section 7.2               Eminent Domain    ......................................................   7-2
ARTICLE 8                  DEFAULTS AND REMEDIES
 Section 8.1               Bankruptcy  ............................................................   8-1
 Section 8.2               Default  ...............................................................   8-1
 Section 8.3               Remedies of Landlord    ................................................   8-2
 Section 8.4               Waiver of Trial by Jury: Tenant Not to Counter-Claim  ..................   8-3
 Section 8.5               Holdover by Tenant   ...................................................   8-4
 Section 8.6               Landlord's Right to Cure Defaults   ....................................   8-4
 Section 8.7               Effect of Waivers of Default  ..........................................   8-4
 Section 8.8               Security Deposit  ......................................................   8-4
 
                                        i


<PAGE>


ARTICLE 9         MISCELLANEOUS PROVISIONS
 Section 9.1      Notices from One Party to the Other  ..................   9-1
 Section 9.2      Brokerage    ..........................................   9-1
 Section 9.3      Estoppel Certificates    ..............................   9-1
 Section 9.4      Applicable Law and Construction   .....................   9-1
 Section 9.5      Relationship of the Parties    ........................   9-2
 Section 9.6      Limitations on Liability    ...........................   9-2
 Section 9.7      Landlord's Entry Rights  ..............................   9-2
 Section 9.8      Subordination   .......................................   9-3
 Section 9.9      Construction on Adjacent Premises or Buildings   ......   9-4
 Section 9.10     Mall Expansion  .......................................   9-5
 Section 9.11     Short Form Lease   ....................................   9-6
 Section 9.12     Binding Effect of Lease  ..............................   9-6
 Section 9.13     Effect of Unavoidable Delays   ........................   9-6
 Section 9.14     No Oral Changes    ....................................   9-7
 Section 9.15     Executed Counterparts of Lease    .....................   9-7
 Section 9.16     Landlord's Liability  .................................   9-7
 Section 9.17     Managing Agent  .......................................   9-8
</TABLE>

                                       ii

<PAGE>

                          AGREEMENT OF LEASE BETWEEN
                         BRAINTREE PROPERTY ASSOCIATES,
                              LIMITED PARTNERSHIP
                                      AND
                                  OCEAN, INC.
                            d/b/a "Pizzeria Regina"
<PAGE>

                             ARTICLE 1 Definitions

Whenever used in this Lease, the following terms shall have the meanings
indicated below.

<TABLE>
<S>                        <C>
Premises                   Store No. 2106, Upper Level, as shown on Exhibit B.

Term                       Ten (10) Years

Commencement Date          The Grand Opening Date unless Tenant is permitted to open earlier.

Size of Premises           700 square feet

Fixed Rent                 $128,000.00 per year for each of the 1st through 2nd years,
                           $143,000.00 per year for each of the 3rd through 8th years,
                           and
                           $158,000.00 per year for each of the 9th through 10th years.

Environmental Charge       The initial amount of $1,750.00 per year, subject to adjustment as provided in
                           Exhibit C.

Percentage Rent Rate       Ten (10%) Percent

Merchants' Association     $175.00 per year initially or such other greater amount as shall be determined
 Dues                      by the Shopping Center Merchants' Association pursuant to Section 6.1L.

Security Deposit           None

Tenant's Work Period       The period of sixty (60) days after the date possession of the Premises is made
                           available to Tenant.

Tenant's Trade Name        "Pizzeria Regina"

Guarantor                  None

Broker                     None

Construction               $50.00 per linear foot. See Rider amending Section 6.1F
 Barrier Fee


                                       1-1


<PAGE>


Number of Department          Four (4)
 Stores

Percentage of Advertising     None
 Required

Permitted Use                 Tenant shall use the Premises for the use set forth below and for no other
                              purpose:

                              The operation of a fast food restaurant featuring brick-oven style pizza and
                              pasta dishes and hot and cold drinks, as more fully described on the menu
                              attached hereto as Exhibit F.

Additional Rent               The Percentage Rent, Basement Rent, if any, Common Area Rent, Tax Rent
                              and Taxes, Environmental Charge, Merchants' Association Dues and all other
                              amounts, except Fixed Rent, payable by Tenant under this Lease.

Affiliate                     Any Person which controls or is controlled by the Person in question or is
                              controlled by the same Persons which shall then control the Person in
                              question and any Person which is a member with the Person in question in a
                              relationship of joint venture, partnership or other form of business
                              association; the term "control" means, with respect to a corporation, the ownership of
                              stock possessing, or the right to exercise, at least twenty-five (25%) percent of
                              the total combined voting power of all classes of the controlled corporation,
                              issued, outstanding and entitled to vote for the election of directors,
                              whether such ownership be direct ownership or indirect ownership through another
                              Person.

Common Areas                  As defined in Section 4.1.

Common Area Operating         As defined in Subsections 3.5B and 3.5C.
 Costs

Common Area Rent              As defined in Subsection 3.5A.


                                       1-2

<PAGE>


Common Area Rent     As defined in Subsection 3 5A.

Department Store     A retail store occupying not less than an aggregate of 50,000 square feet of
                     Floor Space on one or more levels, for the sale in combination or solely, of a
                     variety of goods and services such as wearing apparel, accessories, general
                     merchandise, home furnishings, fittings, appliances, housewares, furniture,
                     floor coverings and the like. Except for the purposes described in Section 3.2
                     and Subsection 6.1B, the term "Department Store" shall be deemed to include
                     any other building, improvements or structure, not devoted primarily to retail
                     use, such as an office building or hotel/motel, unless same is deemed by
                     Landlord not to be part of the Shopping Center.

Floor Space          The space available for occupancy by each tenant within the exterior faces of
                     the walls between the tenant's premises and any Common Area or, if the
                     tenant's premises are enclosed by one or more walls abutting leaseable space,
                     the space within such exterior faces and the center of such walls; if the
                     tenant's premises are not surrounded by walls, then the space within and up to
                     the lease line of the premises shall be included in the computation. For the
                     purposes of the definition, store fronts shall not be deemed to be walls. No
                     deduction or exclusion shall be made from Floor Space otherwise computed by
                     reason of stairs, elevators, escalators, interior partitions or other interior
                     construction or equipment.

Governmental         The United States, the state, county, city, town, village and any water, sewer or
 Authority           school or other district covering the area in which the Shopping Center is
                     located, and any political subdivision thereof or any local public or quasi-
                     public authority, agency, department, commission, board, bureau or
                     instrumentality of any of them including, with respect to matters pertaining to
                     insurance, boards of fire underwriters, rating bureaus and the like, to the extent
                     they have power to impose conditions on the issuance of policies or the
                     coverage thereof.

                                       1-3


<PAGE>


Governmental             Any law, ordinance, code, order, rule or regulation of any Governmental
 Requirement             Authority.

Gross Leaseable Area     The aggregate of all Floor Space in the Shopping Center excluding below
                         ground level space, if any, ("Basement Space") not used as retail sales area
                         and excluding for the purposes of the computation of Tax Rent pursuant to
                         Section 3.4., Floor Space which is part of either a parcel or improvement
                         which is separately assessed for the purpose of assessment of Taxes, to the
                         extent the Taxes thereon are paid by the tenant or occupant thereof.

Gross Sales              As defined in Subsection 3.3B.

Landlord                 The party named as Landlord herein until a sale, transfer or lease, and
                         thereafter the Person or Persons, collectively, who shall, for the time being, be
                         liable for the obligations of Landlord under the provisions of Subsection 9.16A
                         of this Lease.

Lease Year               For the purposes of Percentage Rent only, the period of twelve (12)
                         consecutive months from January 1 to December 31 of each year during the
                         Term. If the date Tenant opens for business or the expiration of the Term does
                         not coincide with the beginning or end of a Lease Year, the periods preceding
                         or following the commencement or end of each full Lease Year, as the case
                         may be, shall be deemed independent, partial Lease Years.

Necessary Approvals      Any permit, license, certificate or approval or other evidence of compliance
                         with any Governmental Requirement necessary to the lawful occupancy of the
                         Premises for the Permitted Use and the issuance of the insurance required to
                         be carried by Tenant.

Percentage Rent          As defined in Subsections 3.3A and 3.3B.

Person                   A natural person, firm, partnership, association, business trust or corporation,
                         as the case may be.

Rent                     The Fixed Rent and the Additional Rent.

Retail Restriction       As defined in Subsection 6.2A.
 Limit

                                       1-4

<PAGE>


Shopping Center          South Shore Plaza Mall, shown on Exhibit A hereto, located in Braintree,
                         Massachusetts, plus (i) any other parcels of land at any time designated
                         by Landlord to be added thereto (but only so long as any such designation
                         remains unrevoked) which are used for Shopping Center or related purposes,
                         including, but not limited to, recharge or catch basins, sumps, if any,
                         access and circulatory roads or ways, to and from any public street, parking, or
                         the furnishings to the Shopping Center of any utility or other service, or for
                         any other improvement appropriate or related to the operation or functioning
                         of the Shopping Center; together with (ii) all present and future buildings on
                         and improvements to any such parcels.

Tax Rent and Taxes       As defined in Section 3.4.

Tenant's Work            As set forth in Sections 2.1 and 2.2.

Exhibit A                Shopping Center.

Exhibit B                Premises.

Exhibit C                Utilities.

Exhibit D (optional)     Food Court Area.
</TABLE>

                                      1-5
<PAGE>

                                   ARTICLE 2
                                 Construction

     Section 2.1. Tenant's Work. Not later than the twentieth (20th) day after
the execution and delivery of this Lease by Landlord, Tenant shall furnish to
Landlord for Landlord's approval, in accordance with the Shopping Center
Information Manual and Design Criteria, plans and specifications which shall
provide for the complete remodeling (or finishing in the event the Premises
have not been previously occupied) of the Premises. Tenant's plans and
specifications shall provide for the installation of such water saving devices
as low flow flush valves for toilets, self-closing faucets, flow restrictors
for faucets and any other devices needed to comply with the Commonwealth of
Massachusetts plumbing code in effect at the time Tenant's Work is performed.
Tenant agrees, at its sole cost and expense, to construct and make such
improvements in the Premises in accordance with the approved plans and
specifications. Tenant has inspected the Premises, is familiar with their
condition and accepts same "as is" and in their present condition and Landlord
shall not be obligated to do any further construction or to make any additional
improvements in the Premises, except as may otherwise be expressly provided
herein. Tenant understands that Landlord's approval of its plans and
specifications is primarily for conceptual purposes and such approval shall not
constitute a representation or warranty of any kind with respect thereto,
including, without limitation, the cost of Tenant's Work, compliance with
Governmental Requirements or suitability of design. Tenant acknowledges receipt
of the Shopping Center Tenant Information Manual and Design Criteria, the
provisions of which are incorporated herein by reference.

     Section 2.2. Performance of Tenant's Work. As soon as practicable after
Landlord shall have approved Tenant's plans and specifications and possession
of the Premises shall be made available to Tenant and Tenant shall have
obtained all necessary approvals with respect to commencement of Tenant's Work,
Tenant shall enter the Premises and shall proceed with due diligence and
dispatch to make improvements and install fixtures and other equipment and a
full stock of inventory therein, in accordance with the approved plans and
specifications and all Governmental Requirements. Such work and installation
shall not interfere with any work to be done by Landlord in other portions of
the Shopping Center, shall be done with labor which is not incompatible with
other labor employed at the Shopping Center without creating any conflict or
work stoppage with, under or as a result of any labor agreement to which
Landlord or its contractors may be a party, and in compliance with such rules
and regulations as Landlord may reasonably make. Except for Landlord's
negligence and willful acts (subject, however, to the waiver of subrogation
elsewhere set forth in this Lease), Landlord shall have no responsibility or
liability whatsoever for any loss of or damage to any fixtures or other
equipment or inventory installed or left in the Premises, and Tenant's entry on
and occupancy of the Premises shall be governed by and subject to all the
provisions, covenants and conditions of this Lease other than those requiring
payment of Rent. Prior to commencing any construction work in the Premises,
Tenant shall obtain a building permit and furnish a copy of same to Landlord.



                                      2-1
<PAGE>

Tenant shall also obtain and furnish to Landlord, to be delivered not later
than the end of Tenant's Work Period, lien waivers from all contractors,
subcontractors and materialmen, and all licenses, certificates and approvals
with respect to work done and installations made by Tenant that may be required
from the Governmental Authorities with respect to Tenant's Work, use and
occupancy. Tenant shall complete Tenant's Work and open for business to the
public not later than the expiration of Tenant's Work Period. Landlord and
Tenant agree that the timely performance of Tenant's obligations under this
Article 2 is a material inducement to the execution and delivery of this Lease
by Landlord.

     Section 2.3. Remedies for Tenant's Failure or Delay to Submit Plans or
Perform Work. If Tenant fails or omits to make timely submission to Landlord of
any plans or specifications or delays in performing or completing Tenant's
Work, such failure or delay shall constitute a default hereunder and shall be
governed by Article 8 hererof.

     Section 2.4. Ownership of Improvements. All installations, alterations,
additions or improvements upon the Premises, made by either party, including
all heating, ventilating and air conditioning equipment, electrical and
plumbing equipment and fixtures, carpeting or other floor covering and wall
coverings, pipes, ducts, conduits, wiring, paneling, partitions, railings,
mezzanine floors, galleries and the like, shall, unless Landlord otherwise
elects by giving Tenant notice not less than thirty (30 days) prior to the
expiration or other termination of this Lease, become the property of Landlord
and shall remain upon and be surrendered with the Premises as a part thereof at
the expiration or sooner termination of the Term. None of the foregoing shall
be deemed to include Tenant's trade fixtures, furniture and other personal
property. Tenant shall not be required to remove at the end of the Term any
installations made with Landlord's consent unless Landlord shall so specify at
the time its consent is given.

     Section 2.5. Failure to Open or to do Business. The parties covenant and
agree that because of the difficulty or impossibility of determining Landlord's
damages, should Tenant (i) subject to Unavoidable Delays, fail to open for
business within the number of days allowed for Tenant's Work Period, or (ii) at
any time during the Term, vacate, abandon or desert the Premises, or (iii)
subject to Unavoidable Delays, at any time during the Term, cease operating its
business therein, then, in any such event if Landlord does not terminate this
Lease, Tenant shall pay to Landlord, in addition to Fixed and Additional Rent,
one-thirtieth (1/30) of the monthly installment of Fixed Rent, for each and
every day the Premises and Tenant's business therein are not continuously and
uninterruptedly operated by Tenant.



                                      2-2
<PAGE>

                                   ARTICLE 3


                                      Rent

     Section 3.1. Payment. Tenant covenants and agrees, at all times during the
Term, to perform promptly all of the obligations of Tenant set forth in this
Lease and to pay when due all Rent, charges, costs and other sums (all of which
shall be deemed to be Additional Rent) which by the terms of this Lease are to
be paid by Tenant. All Rent shall be paid in lawful money of the United States
which shall be legal tender for payment of all debts and dues, public and
private, at the time of payment, at the address of Landlord set forth in this
Lease or at such other place as Landlord in writing may designate, without
(except as may be otherwise herein expressly provided) any set-off or deduction
whatsoever and without any prior demand or notice therefor.

     Section 3.2. Fixed Rent. Tenant shall pay the annual Fixed Rent in equal
monthly installments in advance on the first (1st) day of each calendar month
included in the Term. If the Shopping Center shall, at any time during the Term
of this Lease, contain in excess of the number of Department Stores set forth
in Article 1, the Fixed Rent herein provided for shall automatically be
increased by ten (10%) percent upon the date each additional Department Store
is opened for business.

     Section 3.3. Percentage Rent.

      A. Tenant shall also pay, as "Percentage Rent" for each Lease Year
included in the Term, payable as hereinafter provided, the amount, if any, by
which Tenant's Gross Sales transacted during such Lease Year, multiplied by the
Percentage Rent Rate, shall exceed the Fixed Rent payable for the same period;
provided, however, that there shall be excluded from such computation any Fixed
Rent payable for any part of such period during which Tenant was not open for
business in violation of this Lease.

      B. The term "Gross Sales" as used herein is defined to mean the total
amount in dollars of the actual prices charged, whether for cash or on credit
or trade-in or partly for cash, credit or trade-in, for all sales or leases of
merchandise, food, beverages and services (including finance or service charges
thereon), redeemed gift or merchandise certificates, irrespective of where
sold, and all other receipts of business conducted at, in, on, about or from
the Premises, including, but not limited to, all mail or telephone orders
received or filled at, in, on, about or from the Premises, and including all
deposits not refunded, all orders taken at, in, on, about or from the Premises,
whether or not said orders are filled elsewhere, total receipts of sales
through any vending machine or other coin or token operated device, other than
not more than two (2) vending machines used exclusively by Tenant's employees,
and total sales by any sublessee, concessionaire or licensee or any other
occupant otherwise at, in, on, about or from the Premises, and sales and
receipts occurring or arising as a result of solicitation off the Premises
conducted by personnel operating from,



                                      3-1
<PAGE>

or reporting to, or under the supervision of any employee of Tenant located at
the Premises. Provided that Tenant keeps proper evidence thereof, Gross Sales
shall not, however, include (i) any sums collected and paid out for any retail
sales tax or retail excise tax imposed by any Governmental Authority and paid
directly by Tenant to that Governmental Authority and separately stated, (ii)
any exchange of goods or merchandise between the stores or warehouses of Tenant
where such exchange of goods or merchandise is made solely for the convenient
operation of the business of Tenant and not for the purpose of consummating a
sale which had theretofore been made at, in, on, about or from the Premises,
nor for the purpose of depriving Landlord of the benefits of a sale which
otherwise would be made at, in, on, about or from the Premises (iii) the amount
of returns to shippers or manufacturers, (iv) the amount of any cash or credit
refund, limited to the sales prices, made upon any sale where the merchandise
sold, or some part thereof, is thereafter returned by the purchaser and
accepted by Tenant, (v) sales of fixtures (after use thereof) which are not a
part of Tenant's stock-in-trade, (vi) the amount of any discount on sales to
employees of the Premises, (vii) to the extent that the amount thereof was
previously included in Gross Sales, bad debts, not exceeding two (2%) percent
of Gross Sales per Lease Year, (viii) to the extent such charges do not
materially exceed Tenant's costs, separately stated charges for alterations,
repairs, giftwrapping and delivery services rendered to Tenant's customers, and
(ix) sales of gift certificates. Each layaway sale shall be treated as a sale
(to the extent of the amount received) when Tenant shall receive any payment
from its customer. Each sale upon installment or credit shall be treated as a
sale for the full amount when Tenant shall receive any payment from its
customer, and subject to the limitation set forth above, no deduction shall be
allowed for uncollectible credit accounts. Each lease of merchandise shall be
treated as a sale in the month in which made for a price equal to the total
rent payable during the term of the lease. Notwithstanding anything contained
in this Subsection with respect to inclusion in Gross Sales of all receipts of
sales made through any vending machine or other coin or token operated device,
the operation of any such device shall be subject to the prior written consent
of Landlord, as provided in Subsection 6.2E hereof.

     C. Tenant shall utilize, and cause to be utilized, cash registers equipped
with sealed continuous totals or such other devices for recording sales as
Landlord shall reasonably approve to record all sales, and Tenant shall keep at
its principal office in the continental United States for at least thirty-six
(36) months after expiration of each Lease Year full, true and accurate books
of account and records conforming to generally accepted accounting principles
showing all of the Gross Sales transacted at, in, on, about or from the
Premises for such Lease Year, including all sales or similar tax reports and
returns, dated cash register tapes, sales checks, sales books, bank deposit
records, computer tapes, disc, chips, printouts or other storage media and any
other records normally maintained by Tenant and other supporting data. Landlord
shall have the right, from time to time, to inspect Tenant's recordkeeping
system and, in connection therewith, to make test audits of Gross Sales. Within
fifteen (15) days after the end of each calendar month, or portion thereof,
Tenant shall furnish to Landlord a statement signed and verified by Tenant (or
by an authorized officer if Tenant be a corporation) of the Gross Sales
transacted during such month or portion



                                      3-2
<PAGE>

thereof; and within sixty (60) days after the end of each Lease Year and within
sixty (60) days after the end of the Term, Tenant shall furnish to Landlord a
statement, hereinafter called the annual statement, certified to Landlord by an
executive officer of Tenant, of Gross Sales transacted during the preceding
Lease Year included in the Term. The certification by said officer shall
expressly state that the Gross Sales shown on said statement conform with and
are computed in compliance with the definition thereof contained in Subsection
3.3B hereof. In the event Gross Sales for each of two (2) Lease Years are
misstated by more than two (2%) percent, thereafter the annual statement of
Gross Sales must be certified by an independent certified public accountant.
Landlord shall have the right, from time to time, by its accountants or
representatives, to audit Tenant's Gross Sales and, in connection with such
audits, to examine all of Tenant's records (including sales or similar tax
returns, an actual inventory of Tenant's stock-in-trade and all supporting data
and any other records from which Gross Sales may be tested or determined) of
Gross Sales disclosed in any statement given to Landlord by Tenant and Tenant
shall make all such records readily available at Tenant's main office, for such
examination. If any such audit discloses that the Gross Sales transacted by
Tenant exceed those reported, Tenant shall forthwith pay to Landlord such
additional Percentage Rent as may be so shown to be payable and, if the actual
Gross Sales exceed the Gross Sales reported by Tenant by more than two (2%)
percent, or if Tenant's records or systems do not comply with the requirements
of this Subsection, Tenant shall also then pay the reasonable cost of such
audit and examination, including travel, food and lodging and related expenses
of Landlord's auditors. In the event Tenant has understated Gross Sales by four
(4%) percent or more, Landlord may, in addition to any other remedies,
terminate this Lease but Tenant shall remain liable hereunder as set forth in
Article 8; provided, however, that Landlord shall not exercise its right to
terminate this Lease if Tenant shall demonstrate to Landlord's reasonable
satisfaction that such understatement was made inadvertently. Any information
obtained by Landlord pursuant to the provisions of this Subsection shall be
treated as confidential, except in any litigation or arbitration proceedings
between the parties and, except further, that Landlord may disclose such
information to prospective buyers, to prospective or existing lenders, in any
registration statement filed with the Securities and Exchange Commission or
other similar body or in compliance with subpoenas and judicial orders. In no
event shall this Subsection be deemed to limit Landlord's rights of pre-trial
discovery and disclosure in any action or proceeding.

     D. If Tenant fails to submit a monthly statement of Gross Sales within
fifteen (15) days following Landlord's request therefor, then until such
statement is received by Landlord, Gross Sales for such month shall be deemed
equal to Tenant's highest previously reported monthly Gross Sales (or, if
Tenant has never previously reported, to the Gross Sales reasonably estimated
by Landlord), and if such failure shall occur twice in any Lease Year, Landlord
may, at Tenant's expense, conduct an audit of Tenant's Gross Sales as set forth
in Subsection 3.3C above.



                                      3-3
<PAGE>

     E. Percentage Rent shall be payable by Tenant not later than the fifteenth
(15th) day of each calendar month for and in respect to the preceding calendar
month. Such payment shall be a sum equal to the amount by which Tenant's Gross
Sales for the then current Lease Year, through the last day of the preceding
month, multiplied by the Percentage Rent Rate, shall exceed the Fixed Rent
payable for said period, less payments previously made with respect to such
Lease Year. Upon receipt by Landlord of the certified annual statement of Gross
Sales to be furnished as hereinabove provided, there shall be an adjustment
between Landlord and Tenant with payment to or credit by Landlord, as the case
may be, to the end that Landlord shall receive the entire amount of Percentage
Rent payable under this Lease for the preceding Lease Year and no more.

     Section 3.4. Tax Rent.

     A. Tenant shall pay to Landlord, as Additional Rent, Tax Rent in an amount
equal to the product obtained by multiplying Taxes by a fraction, the numerator
of which shall be the Floor Space of the Premises excluding basement space, if
any, not used as retail sales area, and the denominator of which shall be the
portion of the Gross Leaseable Area of the Shopping Center which is included in
the assessment which constitutes the basis for the Taxes, but excluding the
Gross Leaseable Area of basement space, if any, buildings or areas occupied by
Department Stores, and stores occupying Gross Leaseable Area not fronting on
the enclosed mall. Tax Rent shall be payable at least thirty (30) days prior to
the due date of any Taxes or installment thereof; however, Landlord may, if it
so elects, collect Tax Rent from Tenant on a monthly basis, in which event
Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth
(1/12) of the annual amount estimated by Landlord to be due hereunder. In the
event Taxes for the then current tax year are not known, monthly installments
shall be based on the preceding tax year with immediate adjustment as soon as
current taxes become known. If at the time any Taxes or installments are
required to be paid, the amount of Tenant's previously made monthly payments is
insufficient to pay Tenant's share, Tenant shall pay such deficiency within ten
(10) days after demand therefor. In the event of any excess, it shall be
credited and applied to future Tax Rent payments, except that any excess in the
last year of the Term shall be refunded at the end of the Term.

     B. Should the taxing authority include in Taxes as a separately stated
item the value of any improvements made by Tenant, or include machinery,
equipment, fixtures, inventory or other personal property or assets of Tenant,
then Tenant shall pay the entire tax attributable to such items.

     C. Nothing herein contained shall be construed to include as a tax which
shall be the basis of Tax Rent, any inheritance, estate, succession, transfer,
gift, franchise, corporation, income or profit tax or capital levy that is or
may be imposed upon Landlord, provided, however, that if, at any time during
the Term, the method of taxation prevailing at the Commencement Date of this
Lease shall be altered so that in lieu of or as a substitute for the



                                      3-4
<PAGE>

whole or any part of the taxes now levied, assessed or imposed on real estate
as such, there shall be levied, assessed or imposed (i) a tax on the rents
received from real estate, or (ii) a tax or license fee imposed on Landlord
which is otherwise measured by or based, in whole or in part, upon the Shopping
Center or any portion thereof, then the same shall be included in the
computation of Tax Rent hereunder, computed as if the amount of such tax or fee
so payable were that due if the Shopping Center were the only property of
Landlord subject thereto.

     D. For the purpose of this Section 3.4, the term "Taxes" shall include all
real estate taxes, assessments, license fees or charges, excise on rent, water
and sewer rents, any sums including interest or any payments in lieu or in
substitution thereof on any bonds or debt (except industrial revenue bonds or
similar indebtedness incurred for construction of nonpublic facilities)
incurred by any Governmental Authority and payable by Landlord in connection
with the Shopping Center and other governmental impositions, payments and
charges of every kind and nature whatsoever, extraordinary as well as ordinary,
foreseeable and unforeseeable, and each and every installment thereof which
shall or may during the Term of this Lease be levied, assessed, imposed, become
due and payable, or liens upon or arising in connection with the use, occupancy
or possession of or grow due or payable out of, or for, the Shopping Center, or
any part thereof or any land, building or other improvements therein, including
any and all fees or expenses incurred in connection with the institution,
prosecution, conduct and maintenance of any negotiations, settlements, actions
or proceedings with respect to the amount of any Taxes, less the contributions
or payments, if any, paid to Landlord with respect to Taxes by Department
Stores and stores occupying Gross Leaseable Area not fronting on the enclosed
mall, such deduction to be credited to the year in which actually received.
Taxes shall not include any of the foregoing relating to any parcel or
improvement included in the Shopping Center which, except for insignificant
portions thereof, comprises a separate tax lot or is separately assessed or
valued for the purpose of real estate taxes to the extent the taxes thereon are
paid by a single tenant or occupant thereof, and further excluding any charge
such as a water meter charge, sewer rent, if any, based thereon, which is
measured by the consumption by the actual user of the item or service for which
the charge is made. Whether or not Landlord shall take the benefit of the
provisions of any statute or ordinance permitting an assessment for public
betterment or improvements to be paid over a period of time, Landlord shall,
nevertheless, be deemed to have taken such benefit so that the term Taxes shall
include only the current annual installment of any such assessment and the
interest on unpaid installments. A tax bill or copy thereof submitted by
Landlord to Tenant shall be conclusive evidence of the amount of taxes or
installments thereof.

     E. In the event Landlord shall obtain a tax refund as a result of tax
reduction proceedings or other proceedings of similar nature, then Tenant
shall, provided Tenant is not then in default beyond any opportunity to cure
elsewhere set forth in this Lease, and after the final conclusion of all
appeals or other remedies, be entitled to its pro rata share of the net refund
obtained based upon Tax Rent paid by Tenant which is the subject of the



                                      3-5
<PAGE>

refund. As used herein, the term "net refund" means the refund plus interest,
if any, thereon, less appraisal, engineering, expert testimony, attorneys',
printing and filing fees and all other costs and expenses of the proceeding, to
the extent such fees, costs and expenses have not been previously included in
Taxes under Subsection 3.4D, and less an administrative fee to Landlord in the
amount of not more than fifteen (15%) percent of the original refund. Tenant
shall not have the right to institute or participate in any such proceedings,
it being understood that the commencement, maintenance, settlement or conduct
thereof shall be in the sole discretion of Landlord.

     Section 3.5. Common Area Rent.

     A. Tenant shall pay to Landlord as Additional Rent, an amount equal to the
product obtained by multiplying Common Area Operating Costs for each fiscal
year adopted by Landlord by a fraction, the numerator of which shall be the
Floor Space of the Premises excluding basement space, if any, not used as
retail sales area, and the denominator of which shall be the aggregate of all
leased and occupied Floor Space in the Shopping Center, excluding the Floor
Space of stores whose public entrances do not front on the enclosed mall,
basement space, if any, and any buildings or areas occupied by Department
Stores; provided, however, that the denominator of said fraction shall never be
less than seventy (70%) percent of the Gross Leaseable Area of the Shopping
Center, exclusive of Department Stores. Tenant shall pay, with each monthly
installment of Fixed Rent, one twelfth (1/12) of the annual amount estimated by
Landlord to be due hereunder, subject to adjustment.

     B. As used in this Lease, the term Common Area Operating Costs shall mean
all costs, expenses and expenditures incurred by Landlord in maintaining,
managing, operating, repairing, replacing and protecting the Common Areas, all
in a manner consistent with the highest shopping center standards, including
the cost of all work necessary to preserve and maintain the value, utility and
appearance of the Common Areas. Common Area Operating Costs shall specifically
include, without limitation, all costs, expenses and expenditures incurred in
connection with the following: heating, ventilating, lighting and air
conditioning the Common Areas and providing snow and ice removal; maintenance,
repair and replacement of all parking lot surfaces, including striping,
repaving and sealcoating; gardening and landscaping, including planting and
replacing flowers, shrubbery and trees; painting and decorating non-leaseable
areas; policing and regulating vehicular and pedestrian traffic; compliance
with environmental, health and safety regulations and standards promulgated by
applicable Governmental Authorities; providing offsite employee parking
facilities, including transportation to and from such facilities; sanitary
control, including extermination; maintenance, repair and replacement of sewer
and storm drainage systems, waste disposal facilities, lift stations, retention
ponds or basins and sump facilities; removal of rubbish, garbage and other
refuse; contracted security personnel, security systems and all other security
measures; acquisition (including rental fees), maintenance, repair and
replacement of fixtures, machinery, equipment, vehicles and supplies used in
the operation and maintenance of the Common Areas, and all personal property
taxes and/or fees payable



                                      3-6
<PAGE>

with respect to such items; maintenance, repair and replacement of Shopping
Center signs, curbs, walkways, ceilings, elevators, escalators and utility
systems; maintenance, repair and replacement of all roofs over non-leaseable
areas in the Shopping Center; acquisition, maintenance, repair and replacement
of cost saving devices commonly used in properties comparable to the Shopping
Center; music program services and loud speaker systems; cleaning of
non-leaseable areas; maintenance, repair and replacement of decorations in
nonleasable areas; water for fountains, if any; acquisition, maintenance,
repair and replacement of seasonal decorations; salaries and other costs
(including training costs, employee benefits and workers' compensation
insurance) of Shopping Center personnel, such as security and maintenance
people, the Shopping Center manager, assistant manager, bookkeeper, secretaries
and office staff; resolution of disputes or litigation with Persons attempting
to use the Common Areas for non-commercial purposes; professional and technical
fees and all other disbursements incurred in connection with the performance of
any of the foregoing; other similar direct costs of the type incurred in the
operation of comparable properties; and fifteen (15%) percent of all of the
foregoing costs to cover Landlord's administrative and overhead expenses. From
the aggregate of the aforementioned costs and expenses, there shall be deducted
the payments, if any, made with respect to common area charges by Department
Stores, stores whose public entrances do not front on the enclosed mall and
temporary kiosks, such deduction to be credited to the year for which such
payments are applicable irrespective of the fiscal year in which such payments
are actually received. With respect to costs which Landlord may elect to
depreciate (or amortize) in lieu of including such costs in Common Area
Operating Costs for the year in which they are incurred, only that portion of
the depreciation (or amortization) allocable to the year for which Common Area
Operating Costs are being determined shall be included in then current Common
Area Operating Costs, it being understood, however, that interest (at a rate
equal to the prime rate being charged from time to time by Citibank, N.A.
during the year for which Common Area Operating Costs are being determined) on
the then undepreciated (or unamortized) portion of such costs shall be included
in Common Area Costs. In no event shall Common Area Operating Costs include the
costs and expenses incurred by Landlord in constructing new buildings in the
Shopping Center or expanding or improving leasable area or the costs and
expenses incurred by Landlord for repairs and replacements with respect to
which Landlord receives insurance proceeds or condemnation awards.

     C. In addition to the costs and expenses enumerated in Subsection B above,
Common Area Operating Costs shall also include the cost of acquiring,
maintaining and administering such "all risk" insurance (including rental
income, flood and earthquake), boiler and machinery insurance, comprehensive
general and umbrella liability insurance and such other insurance for the
Shopping Center as Landlord may, from time to time, deem necessary. In lieu
thereof or in combination therewith, Landlord shall have the right to
self-insure in whole or in part. In the event Landlord shall self-insure in
whole or in part, the costs attributable to the self-insured portion of the
coverage shall be included in common Area Operating Costs, including the cost
of administering Landlord's self-insurance program. From the aggregate of the
aforesaid insurance costs and expenses, there shall be



                                      3-7
<PAGE>

deducted the payments, if any, made with respect to the cost of Landlord's
insurance by Department Stores, stores whose public entrances do not front on
the enclosed mall and temporary kiosks, such deduction to be credited to the
year for which such payments are applicable, irrespective of the fiscal year in
which such payments are actually received.

     D. After the end of each fiscal year adopted by Landlord, Landlord shall
furnish to Tenant a statement showing in reasonable detail the information
relevant or necessary to the calculation and determination of Landlord's actual
Common Area Operating Costs, as hereinabove defined, for the fiscal year in
question. If the monthly charges paid by Tenant during such fiscal year, as
hereinabove provided, shall be less than Landlord's said actual Common Area
Operating Costs for such fiscal year as shown by such statement, multiplied by
the same fraction referred to in Subsection 3.5 A, Tenant shall pay to Landlord
the excess within thirty (30) days after service of such statement. If,
however, the said monthly charges shall exceed Landlord's said actual costs
multiplied by said fraction, Landlord shall, with the submission of said
statement, credit or refund to Tenant the excess.

     Section 3.6. Additional Rent. Unless another time shall be herein
expressly provided, Additional Rent shall be due and payable within ten (10)
days following demand or together with the next-succeeding installment of Fixed
Rent, whichever shall first occur, and Landlord shall have the same remedies
for failure to pay the Additional Rent as for a non-payment of Fixed Rent.
Tenant's failure to object to any final statement, invoice or billing rendered
by Landlord within a period of one hundred twenty (120) days after receipt
thereof shall constitute Tenant's acquiescence with respect thereto and shall
render such statement, invoice or billing an account stated between Landlord
and Tenant.

     Section 3.7. Rent for a Partial Month. For any portion of a calendar month
included at the beginning or end of the Term, Tenant shall pay one-thirtieth
(1/30) of each monthly installment of Rent for each day of such portion,
payable in advance at the beginning of such portion, except that Percentage
Rent for such portion shall be computed and paid as provided in Section 3.3
hereof.

     Section 3.8. Interest. As of the tenth (l0th) day following service of
notice by Landlord that a payment of Rent is overdue, interest shall accrue on
the overdue amount, retroactive to the original due date, at the lesser of the
highest rate permitted to be paid by Tenant in the state in which the Shopping
Center is located or an annual rate of four (4%) percent more than the prime
interest rate of Citibank N.A., located in New York, New York.

     Section 3.9. Taxes. Tenant shall pay, as Additional Rent, for any
documentary stamps or other transfer fees or any other sales or use taxes or
other taxes, impositions or levies of or required by any Governmental
Authority, including interest or penalties thereon, arising out of or by reason
of this Lease or the amount of Rent payable hereunder.



                                      3-8
<PAGE>

                                   ARTICLE 4


                                 Common Areas

     Section 4.1. Common Areas. Landlord hereby grants to Tenant a
non-exclusive license to use (i) the parking areas provided by Landlord in the
Shopping Center for the accommodation and parking of vehicles of Tenant and its
officers, agents and employees and customers while such customers are shopping
in the Premises or in any other portion of the Shopping Center, (ii) the public
conveniences of the Shopping Center, including any connecting passageways and
lobbies used in conjunction with hotels and/or office buildings, and (iii) all
other areas in the Shopping Center, including the so-called "mall", to be used
in common by tenants of the Shopping Center, such parking areas, public
conveniences and other common areas being hereafter collectively referred to as
"Common Areas". Notwithstanding any of the provisions herein contained,
Landlord retains and reserves the non-exclusive right to the use of the Common
Areas.

     A. Exhibit A sets forth the general layout of the Shopping Center, but
shall not be deemed to be a warranty, representation or agreement on the part
of Landlord that the Shopping Center will be or will continue to be exactly as
indicated on said diagram, and Landlord reserves the right to (i) increase,
eliminate, reduce or change the number, type, size, location, elevation, nature
and use of any of the Common Areas or the buildings comprising the Shopping
Center, (ii) make changes, additions, subtractions, alterations or improvements
in or to such Common Areas, including, but not limited to, the construction of
decked or subsurface parking, (iii) withdraw portions of the Shopping Center
from Common Area or add Common Area to the Shopping Center, including
non-contiguous parcels for parking and other related Shopping Center purposes
and (iv) construct buildings, additional Department Stores, kiosks and other
improvements in the Common Areas. Tenant shall have no rights with respect to
the land or improvements below floor slab level or above the interior surface
of the ceiling of the Premises or air rights above the Premises.

     B. Landlord shall not, pursuant to Subsection 4.1 A, create any permanent,
substantial, adverse interference with access to or visibility of the Premises
from the covered mall upon which the front of the Premises abuts. However, this
provision shall not preclude Landlord from installing carts or erecting kiosks
or similar improvements anywhere in the covered mall, so long as any kiosks or
similar improvements which are located in front of the Premises are
approximately centered in the mall. Tenant's sole remedy in the event of
Landlord's failure to comply with this Subsection 4.1 B shall be to terminate
this Lease. In the event Tenant, as the result of Landlord's failure to so
comply, shall exercise its right to terminate this Lease, Landlord shall pay,
within ninety (90) days following the date Tenant vacates and surrenders the
Premises, the then unamortized cost of the permanent leasehold improvements
(excluding, inter alia, trade fixtures and equipment, furnishings, decorations,
inventory and other items of personal property) initially made by Tenant
pursuant to Article 2 of this Lease, assuming a useful life equal to the length
of the original Term of this Lease and amortization on a straight line basis.
Tenant shall, not later than sixty (60) days follow-

                                      4-1
<PAGE>

ing the Commencement Date, deliver an affidavit of an officer of Tenant and a
certificate of Tenant's architect accompanied by such bills, contracts,
receipts, invoices, cancelled checks and the like as Landlord may reasonably
require, specifying the cost of the Tenant's leasehold improvements, which
amount shall, unless disputed by Landlord, thereupon be the basis for the
amount to be paid by Landlord pursuant to this Subsection. Failure to timely
deliver such affidavit, certificate and supporting data shall constitute a
waiver of Tenant's right to such payment.

     C. Tenant, its officers, agents and employees shall park their vehicles
only in areas from time to time designated by Landlord as the area for such
parking, provided that such areas shall be located in or not more than one-half
(1/2) mile from the perimeter boundary of the Shopping Center. Tenant shall,
within ten (10) days following written notice from Landlord, furnish Landlord,
or its authorized agent, the state automobile license numbers assigned to its
automobiles and the automobiles of all its employees employed in the Premises.
Tenant shall not at any time park any trucks or any delivery vehicles in the
parking area. Landlord shall have the right, after service of two (2) or more
notices to Tenant regarding improper parking, to levy an assessment payable by
Tenant in a sum not to exceed $10.00 per day for each and every car belonging
to Tenant, its agents, servants, contractors, licensees or employees which
shall thereafter park in an area other than that designated by Landlord as a
parking area for such vehicles. Such assessment shall be payable by Tenant on
the next due date for Fixed Rent and shall be considered Additional Rent.

     D. Common Areas shall be subject to such reasonable rules and regulations,
including the right to impose parking charges or fees and to allocate parking
areas on a uniform or non-discriminatory basis and to prohibit the use of the
Shopping Center by such Persons as Landlord determines, as the same may be
amended or modified, as Landlord may, from time to time, adopt as provided in
this Lease.

     E. Landlord reserves the right to close, if necessary, all or any portion
of the Common Areas for the minimum length of time as may, in the reasonable
opinion of Landlord's counsel, be legally sufficient to prevent a dedication
thereof or the accrual of the right of the public therein, to close
temporarily, if necessary, all or any part of the parking areas to discourage
non-customer parking and to do and perform such other acts in and to the Common
Areas as in the use of good business judgment of Landlord will improve the use
thereof.



                                      4-2
<PAGE>

                                   ARTICLE 5


                        Landlord's Additional Covenants

     Section 5.1. Repairs by Landlord. Landlord shall keep the exterior walls,
foundations, downspouts, gutters and roofs of the buildings, and the plumbing,
electrical and other utility system serving but which are located outside of
the Premises, in good order, condition and repair and shall make necessary
structural repairs to the exterior walls of the buildings (excluding, however,
repairs to windows, doors, saddles, plate glass, store fronts and air
conditioning and heating installations and wiring, pipes and other utility
installations located outside of the Premises which are used exclusively by
Tenant), the dividing walls between the Premises and space occupied or to be
occupied by others and the load-bearing walls and load-bearing columns, if any,
within the Premises, provided that Landlord shall not be obligated hereby to do
any work required to be done because of any damage caused by any act, omission
or negligence of Tenant and its invitees, licensees, their respective officers,
agents and employees or their customers. Except where Landlord has actual
notice of the necessity for such repair, Landlord shall not be required to
commence any such repair until after notice from Tenant that the same is
necessary, which notice, except in case of any emergency, shall be in writing
and shall allow Landlord ten (10) days in which to commence such repair. The
fact that the costs incurred by Landlord in connection with any of the
foregoing are includable in Common Area Operating Costs pursuant to Subsection
3.5B shall not affect Landlord's performance obligations under this Section
5.1. When necessary by reason of accident or other cause occurring in the
Premises or elsewhere in the Shopping Center, or in order to make any repairs
or alterations or improvements in or relating to the Premises or to other
portions of the Shopping Center, Landlord reserves the right to interrupt the
supply to the Premises of steam, condenser water or cooled air for air
conditioning, electricity, water and gas and also to suspend the operation of
the heating and air conditioning system, if any, until said repairs,
alterations or improvements shall have been completed. If, as a result of
Landlord's performance of its obligations or exercise of its rights under this
Section 5.1, there is created a substantial and material interference with
Tenant's ability to conduct its business in the Premises and Tenant therefor
closes for more than three (3) consecutive business days, Tenant shall be
entitled to an abatement of Fixed Rent for each day after the third (3rd)
business day during which the condition continues. Other than the aforesaid,
there shall be no abatement of Rent because of any such interruption or
suspension; however, Landlord shall pursue such work with reasonable
continuity, diligence and dispatch and in such a manner as (consistent with
good practice) to cause a minimum of interference with Tenant's use of the
Premises.

     Section 5.2. Quiet Enjoyment. Landlord covenants that Tenant, on paying
the Rent and performing Tenant's obligations in this Lease, shall peacefully
and quietly have, hold and enjoy the Premises and the appurtenances throughout
the Term without hindrance, ejection or molestation by any Person lawfully
claiming under Landlord subject to the other terms and provisions of this Lease
and to any agreements to which this Lease may be or become subject and
subordinate.



                                      5-1
<PAGE>

                                   ARTICLE 6


                         Tenant's Additional Covenants

     Section 6.1. Affirmative Covenants. Tenant covenants, at its expense, at
all times during the Term:

     A. To use the Premises only for the Permitted Use: to operate its business
in the Premises under Tenant's Trade Name (or such other trade name as is
adopted by a majority of stores operating under the Trade Name); and to conduct
its business at all times in a dignified manner and in conformity with the
highest standards of practice obtaining among superior type stores, shops or
concerns dealing in the same or similar merchandise and in such manner as to
produce the maximum volume of Gross Sales and to help establish and maintain a
high reputation for the Shopping Center.

     B. To continuously and uninterruptedly use, occupy and operate for retail
sales purposes, all of the Premises other than such minor portions thereof as
are reasonably required for storage and office purposes; to use such storage
and office space only in connection with the business conducted by Tenant in
the Premises; to furnish and install all trade fixtures and permitted signs; to
carry a complete stock of seasonal merchandise; to maintain an adequate number
of trained personnel for efficient service to customers; to open for business
and remain open during the entire Term from at least 10:00 A.M. to 9:30 P.M.
Mondays through Saturdays and 12:30 P.M. to 5:30 P.M. on Sundays, and to light
its display windows and signs during those hours and on those days when the
covered mall is kept illuminated by Landlord (but Tenant shall not be obligated
to keep the same illuminated beyond 11:00 P.M. on any day). Tenant shall, if
not in conflict with any Governmental Requirements, and providing that (i) at
least one Department Store is open on such days or for such hours and (ii)
Landlord shall agree to cause the Shopping Center to remain open for such days
or for such hours, also open for business on such days or for such additional
hours.

     C. To store in the Premises only such merchandise as is to be offered for
sale at retail within a reasonable time after receipt; to store all trash and
refuse in appropriate containers within the Premises so as not to be visible to
the shopping public and to attend to the daily disposal thereof in the manner
approved by Landlord; to keep all drains inside the Premises open; and to
receive, deliver, load and unload goods, merchandise, supplies, fixtures,
equipment, furniture and rubbish through proper service doors and at times
established by Landlord, provided, however, that if Landlord shall furnish or
designate trash removal service, Tenant shall accept and use such service and
pay Landlord or the Person designated by Landlord, monthly for such service at
a rate which shall be no greater than the prevailing competitive rate for
equivalent service in the locale. If Landlord shall implement a refuse
recycling program for the Shopping Center, Tenant shall participate in such a
program and shall comply with all rules and regulations promulgated by Landlord
in connection therewith, including, but not limited to, the sorting of refuse
by type for deposit in designated containers.



                                      6-1
<PAGE>

      D. Except for repairs hereunder to be made by Landlord, to take good care
of the Premises and the fixtures and appurtenances therein and make all other
necessary repairs and replacements thereto, of every kind whatsoever
(including, without limitation, repairs and replacements to windows, doors,
saddles, plate glass, store fronts, air conditioning and heating installations
and plumbing inside the Premises or located outside but exclusively serving the
Premises and any exterior installation peculiar to the conduct of Tenant's
business such as, but not limited to, signs, displays or exterior devices of
any nature) which repairs and replacements shall be in quality and class at
least equal to the original work. If Tenant fails to make any such repairs or
replacements, Landlord may after reasonable notice (other than in the case of
an emergency) to Tenant make same for the account of Tenant, at Tenant's
expense, which amount shall be considered Additional Rent and shall be due and
payable by Tenant when billed by Landlord. Tenant shall not be required to make
structural repairs unless the necessity therefor arises by reason of Tenant's
Work, installations or alterations made by Tenant, the manner of Tenant's use
or occupancy or any other cause created by Tenant.

      E. To make all repairs, alterations, additions or replacements to the
Premises, including appurtenances, equipment, facilities and fixtures therein,
arising out of the manner of Tenant's use or occupancy of the Premises or
necessary to satisfy any Governmental Requirement; to keep the Premises
equipped with all safety appliances so required because of such use or
occupancy; and otherwise to comply with the orders and regulations of any
Governmental Authority. Tenant shall not be required to make structural
alterations unless the necessity therefor arises by reason of Tenant's Work,
installations or alterations made by Tenant, the manner of Tenant's use or
occupancy or any other cause created by Tenant.

      F. To pay promptly when due the entire cost of any work to the Premises,
including equipment, facilities and fixtures therein, so that the Premises and
all of Tenant's fixtures and equipment shall, at all times, be free of
encumbrances or liens, including liens for labor and materials; to procure all
Necessary Approvals before undertaking such work; to permit Landlord to post
and keep posted on the Premises, sufficient, conspicuous notices stating that
any improvements are not being made at Landlord's instance; to do all such work
in a good and workmanlike manner acceptable to Landlord, employing materials of
good quality; to perform such work in such a manner as to insure proper
maintenance of good and harmonious labor relationships; to comply with any
Governmental Requirement relating thereto. Tenant understands that as part of
the rules and regulations promulgated by Landlord in connection with Tenant's
Work, Landlord requires a construction barrier which fulfills Landlord's
construction criteria to be erected around the mall exposure of the Premises.
In the event that such a barrier is already in place at the time Tenant takes
possession of the Premises to prosecute Tenant's Work, Tenant shall pay to
Landlord, as consideration for Landlord having provided the barrier and thereby
having relieved Tenant of responsibility for erecting same, an amount equal to
the product of the multiplication of the sum set forth on page 1-1 by the
number of linear feet constituting the length of the barrier. Said amount shall
be payable to Landlord not later than ten (10) days following the date on



                                      6-2
<PAGE>

which Tenant commences Tenant's Work and shall constitute Additional Rent under
the Lease. Tenant shall within ten (10) days after completion of any work
performed by Tenant, file for record in the appropriate public records, a
"notice of completion."

     G. To defend and save Landlord harmless and indemnified from all injury,
loss, claims or damage (including reasonable attorneys' fees and disbursements
incurred by Landlord in conducting an investigation and preparing for and
conducting a defense) to any Person (including Tenant's employees) or property,
arising from, related to, or in any way connected with the use or occupancy of
the Premises or the conduct or operation of Tenant's business, unless such
injury, loss, claims or damage be attributable to the negligence or willful
acts of Landlord or its agents, servants or employees.

     H. To maintain with responsible companies approved by Landlord (said
approval not to be unreasonably withheld), (i) commercial general liability
insurance (or comparable coverage, including products liability and blanket
contractual liability insurance) against all claims, demands or actions for
personal injury, bodily injury or property damage arising from, related to, or
in any way connected with Tenant's Work, Tenant's occupation of the Premises,
or the conduct and operation of Tenant's business, or caused by actions or
omissions to act, where there is a duty to act, of Tenant, its agents, servants
and contractors, to the limits of not less than S3,000,000.00 per claim and in
the aggregate, which limits may be provided by any combination of primary and
umbrella or excess insurance, and which insurance shall be on an occurrence
basis and shall be endorsed to name Landlord, its agents and employees as
additional insureds; (ii) "All-Risk" property insurance, including such flood
and earthquake coverage as Landlord may, from time to time, require covering
all of Tenant's real and personal property values, such as fixtures and
equipment, stock-in-trade, furniture, furnishings, finishes, improvements and
betterments installed or made by or on behalf of Tenant in, on or about the
Premises, to the extent of their replacement cost without deduction for
depreciation, as well as loss of business income (so-called business
interruption) coverage, to include the Fixed Rent and Additional Rent payable
under this Lease; (iii) if there is air conditioning or refrigeration equipment
valued in excess of $50,000.00, boiler and machinery coverage at replacement
cost, or if there is a boiler or pressure vessel or other similar equipment in
the Premises, boiler and machinery coverage in the minimum amount of
$500,000.00; and (iv) workers' compensation, disability and such other similar
insurance covering all persons employed by Tenant in connection with Tenant's
Work and the operation of Tenant's business and with respect to whom death or
bodily injury claims could be asserted against Tenant, Landlord or the Shopping
Center. All of said insurance shall be in form and with deductibles reasonably
satisfactory to Landlord and shall provide that it shall not be subject to
cancellation, termination or change except after at least thirty (30) days'
prior written notice to Landlord. In the case of boiler and machinery
insurance, the policy or policies shall cover Landlord or any designee of
Landlord as a loss payee and shall provide that losses sustained by Landlord
shall be adjusted by and payable to Landlord. Certificates of insurance
evidencing the coverage required pursuant to this Subsection H. together with
certificates evidencing coverage on the part of Tenant's contractors, shall be
deposited with Landlord not less than ten (10) days prior to the day Tenant
begins Tenant's Work and upon



                                      6-3
<PAGE>

renewals of said polices not less than fifteen (15) days prior to the
expiration of the term of such coverage. All such policies shall be delivered
with satisfactory evidence of the payment of the premium therefor. Landlord and
Tenant mutually agree that with respect to any loss which is covered by
"All-Risk" property insurance then being carried by them respectively, or
required to be carried, the party carrying or required to carry such insurance
and suffering said loss, releases the other of and from any and all claims with
respect to such loss, including amounts within the deductibles, and they
further mutually agree that their respective insurance companies shall have no
right of subrogation against the other on account thereof.

     I. In the event of any action or proceeding arising out of or pursuant to
this Lease, the successful party shall be entitled to recover its reasonable
attorneys' fees and all other costs and expenses incurred in connection with
the action or proceeding.

     J. Within twenty (20) days following receipt of actual notice thereof, to
cause to be discharged of record by bonding, payment or otherwise, any
mechanic's or similar lien, judgment, encumbrance, security interest, chattel
mortgage or notice thereof at any time filed in any public office against the
Shopping Center or the Premises (including any fixtures or equipment located
therein) or the owner of any interest therein for any work, labor, services,
materials, fixtures, equipment or property claimed to have been performed at or
furnished to the Shopping Center or Premises for or on behalf of Tenant or any
agent or contractor of Tenant, or anyone holding the Premises through or under
Tenant. Nothing contained in this Lease shall be construed as a consent on the
part of Landlord to subject Landlord's estate in the Premises to any lien or
liability under applicable law.

     K. Upon the expiration or other termination of the Term to quit and
surrender the Premises to Landlord, broom clean, in good order and condition,
ordinary wear and tear and casualty damages excepted, and to remove all
property of Tenant and each alteration, addition and improvement made by Tenant
as to which Landlord shall have made the election provided for in Section 2.4
hereof, to repair all damage to the Premises caused by such removal and restore
the Premises to the condition in which they were prior to the installation of
the articles so removed. Any property not so removed and as to which Landlord
shall not have made said election, shall be deemed to have been abandoned by
Tenant and may be retained or disposed of by Landlord, as Landlord shall
desire. However, Tenant shall be responsible for the cost of removal and
disposal. If the last day of the Term falls on a day the Shopping Center is
closed, the Term shall expire on the business day immediately preceding and
Tenant's obligation to observe or perform this covenant shall survive the
expiration or termination of the Term. Immediately upon the failure of Tenant
to perform any covenant of this Subsection K, Landlord may, without notice, do
so, and shall be entitled to receive from Tenant the then cost of performance
of such covenant, such damages to be paid in addition to and separate and
independently from damages accruing by reason of breach of any other covenant
of this Lease.

     L. (1) Tenant shall join the Shopping Center's Merchants' Association (the
"Association") and remain a member thereof throughout the Term of this Lease
and comply with its rules and regulations and by-laws and promptly pay, when
due, all dues and assessments levied or



                                      6-4
<PAGE>

charged by the Association, which dues and assessments may be collected by the
Association as third party beneficiary hereunder, or by Landlord as agent for
and on behalf of the Association as if such dues and assessments were
Additional Rent. The annual dues payable to the Association shall be the
greater of (i) the amount set forth in Article 1, which amount shall be
increased on each anniversary of the Commencement Date by ten (10%) percent of
the amount payable by Tenant for the immediately preceding twelve (12) month
period, or (ii) the amount established from time to time by the Association.
Tenant shall participate in the Association's Shopping Center-wide sales and
on-site promotions, as well as gift certificate, credit card and other
marketing programs. If the Merchants' Association is, at Landlord's option,
discontinued, Tenant shall participate in such substitute promotional and/or
marketing programs as Landlord may, from time to time, establish and shall pay
to Landlord, as Additional Rent, for deposit in the Promotion Fund (as defined
in paragraph (6), an initial, annual amount equal to the Association dues
payable by Tenant at the time of the discontinuance of the Association, said
amount to be increased on each subsequent anniversary of the Commencement Date
by ten (10%) percent of the amount payable by Tenant for the immediately
preceding twelve (12) month period.

     (2) Tenant shall, at Tenant's cost and expense, advertise in at least four
(4) Association (or, if there is no Association, Landlord sponsored)
catalogues, newspapers, magazines or similar publications (collectively,
"Publications") every calendar year, each such advertisement to be the size
specified for the relevant Publication in the Association's (or Landlord's)
annual marketing plan for the Shopping Center. If, at the end of a calendar
year, it is determined that Tenant has failed to advertise in four (4) such
Publications, Tenant shall pay to Landlord, as Additional Rent, with respect to
each failure to participate, a sum equal to the average cost of one (1)
full-page color advertisement in a promotional catalogue. Said sum shall be
deposited by Landlord in the Promotion Fund and used for the purposes described
in paragraph (6).

     (3) The Association (or, if there is no Association, then Landlord) may,
from time to time, decrease the number of Publications in which Tenant is
required to advertise each year or eliminate such advertising requirement
entirely for a specified period. In such event, Tenant shall pay to the
Association (or, if there is no Association, then to the Promotion Fund) an
amount equal to the product of the multiplication of (i) the average cost for
the then current year of a one-half (1/2) page color advertisement in a
promotional catalogue, by (ii) the remainder resulting from the subtraction of
the number of advertisements required of Tenant for the then current year from
four (4). Such amount shall be used by the Association (or if there is no
Association, then by Landlord) for the purposes described in paragraph (6).

     (4) In the event Tenant shall place an advertisement in a Publication
sponsored by the Association (or by Landlord) and shall then fail to pay the
cost of such advertisement (whether to the Association or to the third-party
publisher, as the case may be), Landlord shall have the right, but not the
obligation, upon five (5) days' prior written notice to Tenant, to pay such
cost for and on behalf of Tenant. The amount so paid by Landlord shall
constitute Additional Rent hereunder and Tenant shall reimburse Landlord in
such amount within ten (10) days following Landlord's demand therefor.


                                      6-5
<PAGE>

     (5) The failure of any other tenant or occupant of the Shopping Center to
become a member of or contribute to the Association (or participate in
Landlord's substitute promotional and/or marketing programs or contribute to
the Promotion Fund) shall in no way release Tenant from its obligations to do
so; nor shall the failure of any tenant or occupant to advertise in any
Publication release Tenant from its obligation to so advertise.

     (6) The Promotion Fund shall be used by Landlord to pay all costs and
expenses (including the costs of administration) associated with the
formulation and carrying out of an ongoing program for the promotion of the
Shopping Center, which program may include, without limitation, special events,
shows, displays, institutional advertising for the Shopping Center, promotional
literature to be distributed within the general trade area of the Shopping
Center, and other activities designed to attract customers to the Shopping
Center.

     (7) If the Shopping Center shall be expanded by adding a Department Store
and/or ten (10%) percent or more to the gross leaseable area of the Shopping
Center (an "Expansion"), Tenant shall pay to Landlord's Promotion Fund a
one-time charge for each such Expansion. Such Expansion charge shall be an
amount equal to the annual Merchants' Association Dues payable by Tenant for
the Lease Year immediately preceding the year in which work on the Expansion
commences and shall be payable upon thirty (30) days' prior written notice from
Landlord given at any time subsequent to the commencement of construction. A
like amount shall also be payable by Tenant to Landlord's Promotion Fund in the
event that the Shopping Center shall be substantially renovated. For purposes of
this subparagraph, the term "substantial renovation" or any variation thereof
shall be deemed to mean a redecoration of the covered mall portion of the
Common Area of the Shopping Center to the extent of at least fifty (50%)
percent thereof, including new flooring and the painting and/or recovering of
the walls. The amount payable to Landlord's Promotion Fund in connection with a
substantial renovation of the Shopping Center shall be due upon thirty (30)
days' prior written notice from Landlord to Tenant, but in no event prior to
commencement of the renovation. In the event of a contemporaneous Expansion and
renovation of the Shopping Center, Tenant shall be assessed only the one-time
Expansion charge.

     (8) If the Shopping Center shall be expanded or renovated as aforesaid,
Tenant, upon the request of Landlord or the Association (as the case may be),
shall advertise in one additional Publication designed to publicize and/or
coordinate with such Expansion or renovation. The provisions of paragraphs (2),
(3) and (4) shall apply with respect to Tenant's advertisement in such
additional Publication.

     M. Tenant shall furnish to Landlord an annual statement at the end of each
Lease Year showing the amounts spent by Tenant on white space advertising or
other advertising media. Each such annual statement shall be made a part of the
annual report required to be furnished by Tenant under Section 3.3. If Tenant's
annual statement shows that Tenant has expended for such advertising, during
the preceding Lease Year, less than the Percentage of Advertising Required,
Tenant shall, within thirty (30) days after the required delivery date of

                                      6-6
<PAGE>

its annual statement, pay to the Merchants' Association (or substitute
Promotion Fund) the difference between the amount actually expended for such
advertising and the Percentage of Advertising Required. Dues or other payments
made by Tenant to the Merchants' Association shall not be deemed an amount
expended for advertising within the meaning of this Subsection M, but amounts
expended pursuant to paragraph 6.1L(2) shall be deemed an expenditure for the
purpose of this Subsection M. All expenditures made by Tenant for advertising
in connection with Tenant's other stores, if any, within the trade area of the
Shopping Center, may be included by Tenant to comply with this Subsection
provided such advertising in all instances includes the Premises and is
distributed to the geographical trade area in which the Shopping Center is
located.

     N. To refer to the Shopping Center by its name above stated in designating
the location of the Premises in all newspaper or other advertising in the
general trade area in which the Shopping Center is located. With respect to any
advertisement in which the location of another similar business activity
conducted by Tenant in the trade area shall be mentioned, Tenant shall also
mention or cause to be mentioned the Trade Name and location of the business
conducted at the Premises.

     O. To obtain all Necessary Approvals.

     P. To provide in accordance with Landlord's sign criteria, a suitable
identification sign or signs, bearing Tenant's Trade Name, of such size, design
and character as Landlord shall approve and install said sign or signs at a
place or places designated by Landlord. Tenant shall maintain any such signs or
other installations in good condition and repair.

     Q. To conform to all reasonable rules and regulations which Landlord may
make for management and use of the Shopping Center, requiring such conformance
by Tenant and Tenant's employees. Such rules and regulations shall be uniform
and shall not discriminate against Tenant.

     R. To deliver to Landlord, within twenty (20) days after a request for
same, all or any of the following items, in such form and containing such
evidence of authenticity and regularity as Landlord may reasonably require.

     (1) Balance sheet, annual report and related financial statements of
Tenant, Guarantor, if any, Tenant's parent and all subsidiaries of Tenant for
the previous annual period, same to have been prepared in accordance with
generally accepted accounting principles.

     (2) A list of all Affiliates, officers, directors and stockholders of
Tenant, including name, title, number and type of shares owned.

     (3) If Tenant or any Person from whom information as aforesaid is required
to be submitted is a corporation whose shares are traded on the "over the
counter", American

                                      6-7
<PAGE>

or New York Stock Exchanges then the provisions of paragraphs (1) and (2) above
may be satisfied by submission of Tenant's most recent annual report and form
l0K together with all other current filings with the Securities Exchange
Commission or otherwise made pursuant to Federal securities laws.

     (4) Certificates executed by the appropriate chief financial officers (or
executives) of any entity from whom information is required pursuant to this
Subsection to the effect that there has been no material adverse change in its
financial status since the date of the most recent information provided to
Landlord.

     (5) A list of all stores operated by any of the Persons from whom
information is required as aforesaid (including shareholders of such Persons)
or their licensees, franchisees, concessionaires or the like within a radius of
five (5) miles of the Shopping Center.

    Tenant represents that Tenant has the right, power and authority to execute
and deliver this Lease, that such execution, delivery and performance of
Tenant's obligations shall not cause, create or constitute a default or breach
of or under any agreement to which Tenant is a party or by which it is bound.
Tenant further represents that the information concerning its financial status,
stockholders, parent, subsidiaries and Affiliates, if any, prior to the
execution and delivery of this Lease is unchanged, true and correct, accurately
represents the financial status of the Person for whom submitted and that there
has been no material or adverse change in the financial status of Tenant or said
Persons.

     Section 6.2. Negative Covenants. Tenant convenants at all times during the
Term and such further time as Tenant occupies the Premises or any part thereof:

     A. Except for existing stores, Tenant shall not, nor shall any officer,
director, shareholder, Affiliate, franchisee or licensee or the like of Tenant,
directly or indirectly operate, manage or have any interest in any other store
or facility for the sale at retail of merchandise or services similar to that
which is permitted under "Permitted Use", within five (5) miles of the Shopping
Center (the Retail Restriction Limit). For purposes of this Subsection A, the
Retail Restriction Limit shall be measured along a straight line, the beginning
of which is the point on the outer perimeter of the Shopping Center which is
closest to such other store and the end of which is a point on the main entry
doors of such other store. Without limiting Landlord's remedies in the event
Tenant should violate this covenant, Landlord may include the Gross Sales of
such other store in the Gross Sales transacted in the Premises, for the purpose
of computing Percentage Rent due hereunder. In the event Landlord so elects,
all of the provisions of Section 3.3 hereof shall be applicable to all records
pertaining to such other store.

     B. Unless specifically set forth in the Permitted Use, not to sell,
display or distribute (i) any alcoholic liquors or beverages for consumption on
or off the Premises or (ii) any pornographic or obscene or sexually erotic
goods, wares, printed material or services or (iii) any drugs or other
substances whose use or sale is prohibited or controlled by Govern-

                                      6-8
<PAGE>

mental Authority, including any merchandise which, although not per se
violative of Governmental Requirements, is designed or may reasonably be
inferred to have been designed for use in connection with such prohibited or
controlled items.

     C. Not to injure, overload, deface or otherwise harm the Premises or any
part thereof or any equipment or installation therein; nor commit any nuisance;
nor permit the emission of any objectionable noise or odor; nor, unless
specifically permitted by the Permitted Use, burn anything within the Shopping
Center; nor permit the collection of trash or refuse contrary to rules and
regulations established by Landlord or by any Person not approved or designated
by Landlord; nor install or cause to be installed any automatic garbage
disposal equipment; nor conduct business at, in, on, about or from all or any
part of the Premises on any days or hours that Landlord does not open the
Shopping Center for business to the public; nor make any use of the Premises or
of any part thereof or equipment therein which is improper, offensive or
contrary to any Governmental Requirement or to the rules and regulations of
Landlord as such may be promulgated from time to time; nor use any advertising
medium that may constitute a nuisance, such as loudspeakers, sound amplifiers
or phonographs in a manner to be heard outside the Premises; nor conduct any
auction, fire, "going out of business" or bankruptcy sales except under
conditions approved by Landlord in writing; nor use or occupy the Premises, or
suffer or permit them to be used or occupied in whole or in part, as a surplus
store, salvage or "odd lot" store, or for any similar business or activity; nor
do any act tending to injure the reputation of the Shopping Center; nor sell
or display merchandise on, or otherwise obstruct, the Common Areas or anywhere
else in the Shopping Center or distribute handbills or other advertising matter
in the Shopping Center outside of the confines of the Premises; nor carry on or
permit any business conduct or practice which, in Landlord's judgment, may harm
the business reputation of Landlord or reflect unfavorably on the Shopping
Center, Landlord or other tenants or which might confuse or mislead the public.
Tenant shall, upon notice from Landlord, immediately discontinue any violation
of the foregoing provisions.

     D. Except for those which are interior, non-structural and do not affect
the heating, ventilation, air conditioning, mechanical or utility systems of
the Premises or Shopping Center and the aggregate cost of which does not exceed
$15,000.00, not to make any repairs, installations, alterations or additions or
improvements or work to the Premises without, on each occasion, obtaining the
prior written consent of Landlord, which consent shall not be unreasonably
withheld (it being understood that Landlord's withholding of consent shall not
be deemed unreasonable where Tenant is unable to demonstrate, to Landlord's
reasonable satisfaction, the ability to pay for the proposed work); nor attach
interior signs, placards or other advertising media or other objects to the
windows, doors, valances or ceiling or locate the same either outside of or
within the Premises in such manner as to obstruct the view of Tenant's store
from the mall area or from the outside other than insubstantially. If
Landlord's consent is required, Tenant shall not commence any work as aforesaid
until Tenant shall have filed with Landlord plans and specifications for such
work and Landlord shall have approved same, said approval not to be
unreasonably withheld. Tenant shall perform such work in accordance with such
approved plans and specifications

                                      6-9
<PAGE>

using labor not incompatible with other labor at the Shopping Center and such as
will not create any labor disputes or work stoppages. Any work performed by
Tenant shall at all times be subject to Landlord's inspection and approval after
completion to determine whether same complies with the requirements of the
applicable provisions of this Lease. Tenant shall, preceding and during the
course of any alteration, addition, enlargement, improvement or construction,
post or permit Landlord to post and keep posted in conspicuous places on the
Premises, and in addition, serve all Persons who are expected to perform work or
supply materials, such notices as are now or hereafter permitted or required to
be posted to protect Landlord from having its interest in the Premises made
subject to a mechanics' or materialmen's lien arising from such alteration,
enlargement, improvement or construction. Prior to commencing construction,
Tenant shall give Landlord a list of names and addresses for all such Persons.

     E. Except those for the sole use of Tenant's employees, not to operate any
coin or token operated vending machine or similar device for the sale of any
goods, wares, merchandise, food, beverage or services, including, but not
limited to, pay telephones, pay lockers, pay toilets, scales, amusement devices
and machines for the sale of beverages, foods, candy, cigarettes or toilet
commodities, without the prior written consent or Landlord.

     F. Unless Tenant shall first have received Landlord's written consent with
respect thereto, not to assign, sell, mortgage, hypothecate, encumber, pledge,
or in any manner transfer this Lease or any interest therein, or sublet the
Premises or any part or parts thereof, or grant any concession or license or
otherwise permit occupancy of all or any part thereof by anyone with, through
or under it; nor shall Tenant grant or create any security interest or
mortgage, hypothecate, encumber or pledge any equipment, or improvements
located in or about the Premises. A transfer of any of Tenant's or Guarantor's
stock or a transfer or change of "control" (as such term is defined under the
heading "Affiliate" in Article 1 of this Lease) of Tenant or Guarantor, if
Tenant or Guarantor is a corporation or a change in the composition of Persons
owning any interest in any non-corporate Tenant shall be deemed an assignment
for the purpose of this Subsection F. In the event of the occurrence of any of
the foregoing events without Landlord's prior consent, this Lease shall, at
Landlord's option, be deemed to have been cancelled, terminated and expired as
of the date of the occurrence of said event. Neither the consent by Landlord to
any of the foregoing, nor any references in this Lease to concessionaires or
licensees shall be construed to relieve Tenant from obtaining the express
consent of Landlord to any further act which is prohibited herein, nor shall
the collection of Rent by Landlord from any assignee, subtenant or other
occupant, after default by Tenant, be deemed a waiver of this covenant or the
acceptance of the assignee, subtenant or occupant as Tenant or a release of
Tenant from the further performance by Tenant of the covenants in this Lease on
Tenant's part to be performed.

     (1) The provisions of this Subsection 6.2F shall not be deemed to prohibit
(i) transfers of stock among existing stockholders or among spouses, children
or grandchildren of existing stockholders or inter vivos or testamentary
transfers to trusts established for the benefit of such

                                      6-10
<PAGE>

persons, (ii) a public offering of the stock of Tenant or Guarantor or (iii)
the transfer of outstanding voting stock registered under applicable securities
laws of Tenant or Guarantor which are traded on a recognized national
securities exchange. For the purposes of the preceding clause (iii), the term
"voting stock" shall mean shares of stock regularly entitled to vote for the
election of all directors of the corporation

     (2) Landlord shall not unreasonably withhold its consent to an assignment
of this Lease or sublease of the entire Premises to a parent, Affiliate or
wholly-owned subsidiary of Tenant or to any entity with which or into which
Tenant may consolidate or merge and who shall assume for Landlord's benefit the
performance of all of the terms, conditions and covenants of this Lease;
provided, however, that the merged or consolidated entity have a net worth at
least equal to the net worth of Tenant at the time of such consolidation or
merger or at the time of the Commencement Date of this Lease, whichever shall
be greater, and further provided that the assignee or sublessee shall use the
Premises under the Trade Name and only for the Permitted Use.

     (3) Except for the transactions described in paragraphs (1) and (2) of
this Subsection, Tenant may not assign or sublet the Premises until Tenant
completes Tenant's Work and opens for business. When Tenant requests Landlord's
consent to a transaction other than the types of transactions described in
paragraphs (1) and (2) of this Subsection, such requests shall include the name
of the proposed transferee of stock, assignee or subtenant and its officers,
directors and stockholders and such information as to the financial
responsibility, business and reputation of the proposed assignee, transferee of
stock or subtenant and its officers, directors and stockholders as Landlord may
reasonably require. Upon the receipt of such request and information from
Tenant, Landlord shall have the right, to be exercised in writing within thirty
(30) days after such receipt, to cancel and terminate this Lease, as of the
date set forth in Landlord's notice of exercise of such option, which effective
date of termination in Landlord's said notice shall not be less than sixty (60)
nor more than one hundred twenty (120) days following the service of such
notice. Tenant shall have the right to negate Landlord's cancellation by
withdrawing its request within ten (10) days after service of Landlord's
notice, whereupon, this Lease and the occupancy hereunder shall continue
unchanged and in full force and effect.

     (a) In the event Landlord shall exercise such cancellation right, Tenant
shall surrender possession of the Premises on the date set forth in Landlord's
notice and in accordance with the provisions of this Lease relating to
surrender of the Premises at the expiration of the Term. In no event shall the
Premises be subdivided or partially sublet nor any request made for permission
to do so.

     (b) In the event Landlord shall not exercise its right to cancel this
Lease as provided above, then Landlord's consent to such request shall not be
unreasonably withheld in accordance with subparagraph (c) of this paragraph,
(3), provided such consent to sublease or assignment is effected by a legal
document in form and substance satisfactory to Landlord.

                                      6-11
<PAGE>

In no event shall any assignment or subletting to which Landlord may have
consented release or relieve Tenant from its obligations fully to perform all of
the terms, covenants and conditions of the Lease on its part to be performed.
Any assignee or subtenant shall be bound by, subject to and deemed to have
assumed performance of all of the terms, conditions and covenants of this Lease,
including, but not limited to, the Permitted Use set forth in Article 1 and the
Retail Restriction Limit and any and all defaults shall be cured prior to the
assignment or subletting.

     (c) In determining reasonableness, Landlord may take into consideration
all relevant factors surrounding the proposed sublease and assignment,
including, without limitation, the following:

     (i) The business reputation of the proposed assignee or subtenant and its
     officers, directors and stockholders;

     (ii) The nature of the business of the proposed assignee or subtenant in
     relation to the tenant mix or balance of the Shopping Center;

     (iii) The source of the Rent due under this Lease, the financial condition
     and operating performance of the proposed assignee or subtenant and its
     guarantors, if any;

     (iv) Restrictions, if any, contained in lease or other agreements affecting
     the Shopping Center;

     (v) The extent to which the proposed assignee or subtenant and Tenant
     provide Landlord with assurance of future performance hereunder, including,
     without limitation, the payment of Percentage Rent; and

     (vi) The number of other stores operated by the proposed assignee or
     subtenant in the vicinity in which the Shopping Center is located.

    (4) This paragraph (4) shall not apply to any transactions described in
paragraphs (1) and (2) above but shall apply to all other transactions. In the
event Tenant shall assign its interest in this Lease or sublet the Premises,
then the Fixed Rent specified in Article 1 shall be increased, effective as of
the date of such assignment or subletting, to the greater of (i) the rentals
payable by any such assignee or sublessee pursuant to such assignment or
sublease, or (ii) an amount equal to the total of the Fixed Rent, plus
Percentage Rent, required to be paid by Tenant pursuant to this Lease for the
Lease Year immediately preceding such assignment or subletting. In no event
shall the Fixed Rent, after such assignment or subletting, be less than the
Fixed Rent specified in Article 1. In addition to the foregoing, Tenant agrees
that in the event of an assignment or subletting, Tenant shall pay to Landlord
any and all consideration, money or thing of value received by Tenant or payable
to Tenant in connection with the transaction, except Tenant shall not be
required to pay to Landlord consideration received in connection with the sale
of Tenant's trade fixtures, equipment, inventory or leasehold improvements.

                                      6-12
<PAGE>

agency duly licensed by the state in which the Shopping Center is located and 
approved by Landlord.

III. Food Court Promotion Fund

     A. Landlord shall have the right to organize a Food Court Promotion Fund
whose object shall be the general furtherance of the business interests of Food
Court tenants in the Shopping Center by sales promotion and center-wide
advertising.

     B. Upon the organization of the Food Court Promotion Fund, Tenant shall
pay to Landlord for deposit in the Food Court Promotion Fund, an amount equal
to the sum of Ten Dollars ($10.00) multiplied by the number of square feet of
Floor Area in the Premises (the "Food Court Promotion Charge"), subject,
however, to adjustment as hereinafter provided. After organization of the Food
Court Promotion Fund, such payment shall be in lieu of participation in the
minimum number of Publications per calendar year required under Section 6.1L of
the Lease

     C. At the end of each calendar year, the Food Court Promotion Charge shall
be increased for the next ensuing one-year period in the same proportion that
the then current "Producer Price Index--All Commodities (1982=100)" published
monthly in the Monthly Labor Review by the United States Department of Labor,
Bureau of Labor Statistics (the "PPI") shall have increased over the PPI in
effect for the first (1st) full calendar month of the Term. In the event the
PPI shall hereafter be converted to a different standard reference base or be
otherwise revised, the determination of the then PPI shall be made with the use
of such conversion factor, formula or table as may be published by the Bureau
of Labor Statistics or, if the Bureau shall not publish the same, then with the
use of such conversion factor, formula or table as may be published by Prentice
Hall, Inc. or other nationally recognized publisher of similar statistical
data. In the event the PPI shall cease to be published, then for the purposes
of this Exhibit D, there shall be substituted such comparable index as Landlord
may select which reflects wholesale price levels versus time.

     D. The Food Court Promotion Fund shall be used for Food Court advertising,
promotion and public relations. Landlord, having once exercised its option as
set forth in this Section III, may at any time elect to discontinue the Food
Court Promotion Fund, in which case the provisions of Section 6.1L applicable
to the minimum Publication participations shall again become operative.

     E. The annual Food Court Promotion Charge shall be paid by Tenant in equal
monthly installments on the first (1st) day of each calendar month in advance,
or if Landlord so elects, in quarterly installments on the first (1st) day of
each quarter.

<PAGE>

                               SOUTH SHORE PLAZA

<TABLE>
<CAPTION>
                         VACANT
                      SPACE NUMBER                                               F6
                  AREA OF LEASED SPACE                                              700  SQ. FT.
                        FRONTAGE                                                     20  LIN. FT.
                     CURBING LENGTH                                                  88  LIN. FT.
                                                                                          CHARGE
PARA NO.                  ITEM                   AMOUNT          UNITS        QUANTITY     BACK
                           0                                                              TENANT
                        REVIEWS
<S>        <C>                                 <C>         <C>                <C>        <C>
 A.1       DRAWING REVIEW                      $2,650.00         EACH TENANT  1          $2,650
 A.2       BOARD OF HEALTH REVIEW              $840.00           EACH TENANT  1          $840
            TEMPORARY CONSTRUCTION
 B.1       ENVIRONMENTAL CHARGES TO MALL       $0.50                 SQ. FT.  700        $350
 B.2       TRASH CONTAINER REMOVAL
           CHARGES                             $1.00                 SQ. FT.  700        $700
 
                   FINISHES
 C.1       NEUTRAL PIERS                       $1,000.00           EACH PIER  1.1        $1,100
 C.2       FACIA ABOVE STOREFRONT SIGN
           BAND                                $50.00               LIN. FT.  20         $1,000
 C.3       REAR SERVICE DOOR                   $650.00                  EACH  1          $650
 C.4       CONC. CURB (4" HIGH) AT DEMISING
           WALLS AND FRONT LEASE LINE          $15.00               LIN. FT.  88         $1,320
 C.5       FURNITURE REIMBURSEMENT             $20.00                SQ. FT.  700        $14,000
 C.6       SIGNAGE AT REAR DOOR                $75.00                  EACH   1          $75
 C.7       SIGN BAND METAL BACKER              $2,668.00               EACH   1          $2,668
 C.8       TILE ON NEUTRAL PIER TO REAR
           WALL (SK-A2)                        $640.00             EACH SIDE  2          $1,280
 C.9       FLOOR TILE FROM LEASE LINE TO
           COUNTER                             $15.00               LIN. FT.  20         $300
 C.10      GLASS PANEL ADJACENT TO FRONT
           COUNTER                             $250.00                 EACH   1          $250
 
          MECHANICAL
 D.1       GAS SUPPLY FOR TENANT TIE IN W/O
           GAS METER                           $8.00                 SQ. FT.  700        $5,600
 D.2       GREASE TRAP LINE FOR REMOTE
           TENANT                              $20.00       LIN. FT. OF PIPE  N/A
 D.3       FLOOR DRAINS AND PIPING             $600.00                  EACH  2          $1,200
 D.4       SPRINKLER SHUT DOWN                 $100.00             EACH TIME  1          $100

           ELECTRICAL
 E.1       RECESSED LIGHT FIXTURE ABOVE
           SERVING AREA                        $270.00                 EACH   5          $1,350
 E.2       2" CONDUIT EMPTY                    $9.89                LIN. FT.   AS REQ'D
 E.3       3" CONDUIT EMPTY                    $16.94               LIN. FT.   AS REQ'D
 E.4       4" CONDUIT EMPTY                    $24.71               LIN. FT.   AS REQ'D
 E.5       WIRE AND CONDUIT FOR 100 AMP. 480
           V. FROM ELECT. ROOM                 $18.79               LIN. FT.   AS REQ'D
 E.6       WIRE AND CONDUIT FOR 225 AMP 480
           V. FROM ELECT. ROOM                 $39.86               LIN. FT.   AS REQ'D
 E.7       WIRE AND CONDUIT FOR 400 AMP 480
           V. FROM ELECT. ROOM                 $69.25               LIN. FT.   AS REQ'D
 E.8       WIRE IN EMPTY CONDUIT FOR 100
           AMP. 480 VOLT SERVICE               $8.90                LIN. FT.   AS REQ'D
 E.9       WIRE IN EMPTY CONDUIT FOR 225
           AMP. 480 VOLT SERVICE               $22.92               LIN. FT.   AS REQ'D
 E.10      WIRE IN EMPTY CONDUIT FOR 400
           AMP. 480 VOLT SERVICE               $44.54               LIN. FT.   AS REQ'D

            ROOF RELATED
 F.1       ROOF CUT & PATCH--CURBS = 1 hvac
           unit + 2 fans                       $50.00               LIN. FT.  48         $2,400
 F.2       ROOF CUT & PATCH--VENT PIPE         $300.00                 EACH   1          $300
 F.3       ROOF CUT & PATCH--PITCH POCKET      $100.00                 EACH   3          $300
 F.4       FRAMED OPENING TO SUPPORT 5 TON                             
           (MAX) ROOFTOP UNIT                  $2,000.00     O ROOFING INCL.  1          $2,000
 F.5       FRAMED OPENING TO SUPPORT
           EXHAUST FAN UNIT                    $750.00       O ROOFING INCL.  2          $1,500
           SUBTOTAL                                                                      $41,933
           TO ABOVE COSTS AND
           ADMINISTRATIVE FEE                  15%                                       $6,290
                                                                                         ========
           ESTIMATE OF CHARGEBACKS                         TOTAL EST.                    $48,223
                                                                                         --------
           ESTIMATE OF CHARGEBACKS PER SQ.
           FT.                                             EST. PER SQ. FT.              $69
</TABLE>

<PAGE>

     (5) Except for transactions of the types described in paragraphs (1) and
(2), in the event of any assignment or subletting, Landlord shall have the
right to require that there be deposited with and held by Landlord, in addition
to any other security then held by Landlord, an amount equal to three (3)
months' rent ensuing.

     (6) Use of the terms "assignment" or "subletting" shall be deemed to
include stock or share transfers as to corporations, and transfers of ownership
interests in the case of non-corporate entities.

     (7) Tenant shall pay to Landlord a reasonable fee and all reasonable
expenses incurred by Landlord for the processing of any assignment, sublease or
other transaction covered or affected by this Subsection 6.2F.

     G. Not to permit commercial or piped in music to be played other than in
the Premises or in a manner which can be heard outside the Premises or, except
for work performed by its own employees during reasonable hours designated by
Landlord, not to permit rubbish or garbage removal, window cleaning, janitorial
or maintenance services in or about the Premises, except in each such case, by
a Person, if any, designated by Landlord. Landlord agrees that the prices to be
charged by the Person, if any, so designated to supply or perform any or all of
the services referred to in this Subsection G shall be competitive.

     H. Not to place or install or suffer to be placed or installed or maintain
any graphics or sign in, upon or outside the Premises or in the Shopping Center
unless it complies with Landlord's sign criteria and is approved by Landlord
pursuant to Subsection P of Section 6.1, nor any awning, canopy, banner, flag,
pennant, aerial, antenna or the like in or on the Premises. Tenant shall not
place in the windows or at or near the entrance to the Premises any sign,
graphics, decoration, lettering, advertising matter, shade or blind or other
thing of any kind, other than neatly lettered signs of reasonable size placed
on the floor thereof identifying articles offered for sale and the prices
thereof, without first obtaining Landlord's written approval and consent in
each instance, which consent shall not be unreasonably withheld. Tenant further
agrees that Landlord shall have the right to disapprove and require the removal
of any sign, graphics, lettering, lights, advertising or other forms of
inscription located in the front five (5) feet of the Premises. Any signs,
lights, lettering or other forms of inscription displayed without prior written
approval of Landlord may be removed forthwith by Landlord. The cost of such
removal shall be paid by Tenant and Tenant shall thereafter restore the
Premises and the building to the condition existing immediately prior to the
installation of the removed signs, lettering or inscription.

     I. Not to place a load upon any floor of the Premises which exceeds the
floor load per square foot area which such floor was designated to carry. If
Tenant shall desire a floor load in excess of that for which the floor or any
portion of the Premises is designed, upon submission to Landlord of plans
showing the location of and the desired floor live load

                                      6-13
<PAGE>

for the area in question, Landlord may, at its option, strengthen and reinforce
the same, at Tenant's sole expense, so as to carry the live load desired.
Business machines and mechanical equipment used by Tenant which cause vibration
or noise that may be transmitted to the building or to any occupiable space to
such a degree as to be reasonably objectionable to Landlord or to any tenants
in the building shall be placed and maintained by Tenant at its expense, in
settings of cork, rubber or spring-type vibration eliminators sufficient to
eliminate such vibration or noise.

                                      6-14
<PAGE>

                                   ARTICLE 7


                           Destruction: Condemnation

   Section 7.1. Fire or Other Casualty.

       A. Tenant shall give prompt notice to Landlord in case of fire or other
damage to the Premises.

       B. If (i) the Shopping Center or the building in which the Premises are
located (whether or not the Premises were damaged) shall be damaged to the
extent of more than twenty-five (25%) percent of the cost of replacement
thereof, respectively, or (ii) the proceeds of Landlord's insurance recovered or
recoverable as a result of the damage described in subsection (i) preceding
shall be substantially insufficient to pay fully for the cost of replacement of
such buildings, or (iii) the Premises or the building shall be damaged as a
result of a risk which is not covered by Landlord's insurance, Landlord may
terminate this Lease by notice given within ninety (90) days after such event
and upon the date specified in such notice, which shall be not less than thirty
(30) nor more than sixty (60) days after the giving of said notice, this Lease
shall terminate. If the Premises shall be damaged in whole or in part during the
last two (2) years of the Term, then either Landlord or Tenant may terminate
this Lease by notice given to the other within ninety (90) days after the
occurrence of such damage, and upon the date specified in such notice, which
shall not be less than thirty (30) nor more than sixty (60) days after the
giving of said notice, this Lease shall terminate. If the casualty or Landlord's
repair and restoration work shall render the Premises untenantable, in whole or
in part, then, a proportionate credit against Rent (except Percentage Rent, Tax
Rent and that portion of Common Area Rent attributable to the cost of insurance)
shall be allowed from the date when the damage occurred until the earlier of (i)
the day after Landlord has substantially completed the work required to repair
and restore the Premises, as set forth in Subsection C of this Section, or (ii)
the date Tenant shall have opened for business, or (iii) the date of termination
by Landlord, in the event Landlord elects to terminate this Lease. Said
proportion shall be computed on the basis of the ratio which the amount of Floor
Space rendered untenantable bears to the total Floor Space. If there is a credit
against Fixed Rent, in computing the "break even" for Percentage Rent purposes,
the amount of Fixed Rent less such credit shall be applied, or if the "break
even" is expressed herein as a fixed dollar amount, such amount shall be
proratably reduced.

       C. If this Lease shall not be terminated as provided in Subsection B
hereof, Landlord shall, at its expense, repair or restore the Premises with
reasonable diligence and dispatch, to the condition obtaining immediately prior
to the casualty except that Landlord shall not be required to repair or restore
any of Tenant's leasehold improvements or betterments, furniture, furnishings,
finishes, decorations or any other installations made by Tenant. Upon the
completion by Landlord of repair or restoration, Tenant shall prepare the
Premises for occupancy by Tenant in the manner obtaining immediately prior to
the damage or destruction in accordance with plans and specifications approved
by Landlord. All work of

                                      7-1
<PAGE>

restoration or repair by Tenant shall be subject to the provisions of Article 2.

       D. The provisions of this Section 7.1 shall supersede and are in lieu of
the provisions of any present or future statute or law to the contrary of the
state in which the Shopping Center is located.

       E. The "cost of replacement", as such term is used in Subsection B
hereof, shall be determined by the company or companies insuring Landlord
against the casualty in question, or if there shall be no insurance, then, by an
independent engineer selected and paid for by Landlord.

     Section 7.2. Eminent Domain.

       A. If twenty-five (25%) percent or more of the Floor Space of the
Premises shall be taken or condemned by any competent authority for any public
or quasi-public use or purpose, either party may elect, by giving notice to the
other not more than sixty (60 days) after the date on which title shall vest in
such authority, to terminate this Lease, and, in either such event, the Term of
this Lease shall cease and terminate as of the said date of title vesting. In
case of any taking or condemnation, whether or not the Term of this Lease shall
cease and terminate, the entire award shall be the property of Landlord and
Tenant hereby assigns to Landlord all its right, title and interest in and to
any such award. Tenant shall, however, be entitled to claim, prove and receive
in the condemnation proceeding such awards as may be allowed for loss of lease,
moving expense, fixtures and other equipment installed by it but only if such
awards shall be made by the condemnation court in addition to the award made by
it for the land and the building or part thereof so taken.

       B. The current Rent (except Percentage Rent) in the case of any taking or
condemnation, shall be apportioned as of the date of vesting of title and, if
the Term of the Lease shall not have ceased and have been terminated as of said
date, Tenant shall be entitled to a pro rata reduction in the Rent (except
Percentage Rent) payable hereunder based on the proportion which the Floor Space
of the space taken bears to the entire Floor Space of the Premises immediately
prior to such taking.

       C. If more than fifty (50%) percent of the Floor Space of the building,
or if more than twenty-five (25%) percent of the total Floor Space in the
Shopping Center shall be so taken or conveyed, or if so much of the parking
facilities shall be so taken or conveyed that a reasonable number of parking
spaces necessary, in Landlord's judgment, for the continued operation of the
Shopping Center shall not be available for use by patrons of the Shopping
Center, then, in any such event, Landlord may, by notice in writing to Tenant
delivered on or before the day of surrendering possession to the Governmental
Authority, terminate this Lease, and Rent shall be paid or refunded as of the
date of termination.

       D. If this Lease is not terminated pursuant to the provisions of this
Section 7.2,

                                      7-2
<PAGE>

Landlord shall, at its expense, but only to the extent of an equitable
proportion of the net award or other compensation (after deducting legal and
all other fees in connection with obtaining said award) for the portion taken
or conveyed, of the building of which the Premises are a part (excluding award
for land) make such repairs or alterations as are in Landlord's reasonable
judgment necessary to constitute the building a complete architectural and
tenantable unit.

                                      7-3
<PAGE>

                                   ARTICLE 8


                             Defaults and Remedies

     Section 8.1. Bankruptcy, Insolvency.

       A. If (i) Tenant or Guarantor shall become insolvent or make an
assignment for the benefit of creditors; or (ii) if there shall be filed against
or by Tenant or Guarantor in any court, pursuant to any statute either of the
United States or of any state, a petition in bankruptcy or insolvency or for
arrangement or reorganization or for the appointment of a receiver or trustee of
all or portion of Tenant's or Guarantor's property and it is not discharged
within thirty (30) days after filing; or (iii) in the case of a filing under
Title 11 of the United States Code (the Federal Bankruptcy Act), if this Lease
is not assumed within sixty (60) days after filing; then upon the occurrence of
any of such foregoing events, this Lease shall, automatically and as a matter of
law, be deemed to have been cancelled, terminated, expired and rejected in which
event neither Tenant nor any Person claiming through or under Tenant by virtue
of any statute or of an order of any court shall be entitled to acquire or
remain in possession of the Premises, and Landlord shall have no further
liability hereunder and Tenant or any such Person, if in possession, shall
forthwith quit and surrender the Premises. If this Lease shall be so cancelled
or terminated, Landlord, in addition to the other rights and remedies of
Landlord by virtue of any other provision herein or elsewhere in this Lease
contained or by virtue of any statute or rule of law, may retain and apply to
damages incurred by Landlord, any Rent, Security Deposit or monies received by
Landlord from Tenant or on behalf of Tenant.

       B. In the event of the termination or rejection of this Lease pursuant to
Subsection A hereof, Landlord shall be entitled to recover from Tenant an amount
equal to the maximum allowed by any statute, law or rule of law in effect at the
time when, and governing the proceeding in which, such damages are to be proved.
If this Lease shall have been terminated pursuant to Section 8.2 or otherwise,
prior to the occurrence of any of the events described in Subsection 8.1A above,
then Landlord's rights under this Lease shall not be affected or prejudiced by
this Section 8.1.

     Section 8.2. Default.

       A. If Tenant defaults in fulfilling any of the covenants or provisions of
this Lease, including, without limiting the generality of the foregoing, the
covenants for the payment of Rent when due or any part thereof or for the making
of any other payment herein provided or for the performance of any other
covenant on Tenant's part to be performed hereunder, and such default shall
continue for ten (10) days in the case of a default in the payment of Rent or
other monies, after service by Landlord of written notice upon Tenant specifying
the nature of said default, or, twenty (20) days as to any other default except
that if a nonmonetary default or omission shall be of such a nature that the
same cannot be reasonably cured or remedied within said twenty (20) days, if
Tenant shall not in good faith have com-

                                      8-1
<PAGE>

menced the curing or remedying of such default within such twenty-day period,
and shall not thereafter diligently proceed therewith to completion, or if any
levy, execution or attachment shall be issued against Tenant or any of Tenant's
property at the Premises, or if the Premises become abandoned, vacant or
deserted, or if Tenant shall default with respect to any other lease between
Landlord (or any Affiliate of Landlord) and Tenant (or any Affiliate of
Tenant), Landlord may serve upon Tenant a written notice that this Lease and
the Term will terminate on a date to be specified therein, which shall be not
less than five (5) days after the giving of such notice, and upon the date so
specified, this Lease and the Term shall terminate and come to an end as fully
and completely as if such date were the date herein definitely fixed for the
end and expiration of this Lease and the Term, and Tenant shall then quit and
surrender the Premises to Landlord, but Tenant shall remain liable as
hereinafter set forth; provided, however, that if Tenant shall default (i) in
the timely payment of any item of Rent or the timely reporting of Gross Sales
as required by Section 3.3 hereof and any such default shall continue or be
repeated for three (3) consecutive months or for a total of four (4) months in
any period of twelve (12) months or (ii) in performance of any other particular
convenant of this Lease more than four (4) times in any period of six (6)
months, then, notwithstanding that such defaults shall have each been cured
within the period after notice as above provided, any further similar default
shall be deemed to be deliberate and Landlord thereafter may serve the said
written five (5) days' notice of termination without affording to Tenant an
opportunity to cure such further default.

       B. If this Lease shall have been terminated pursuant to Section 8.1 or
8.2, or if Tenant has defaulted (beyond any opportunity to cure hereinabove set
forth) in the payment of Rent or in observing any other term, condition or
covenant, then, in any of such events, Landlord may institute summary
proceedings, re-enter the Premises, dispossess Tenant and the legal
representative of Tenant or other occupants of the Premises, and remove their
effects and hold the Premises as if this Lease had not been made.

   Section 8.3. Remedies of Landlord.

       A. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (i) the Rent shall become due thereupon and be
paid up to the time of such re-entry, dispossess and/or expiration; (ii)
Landlord may relet the Premises or any part or parts thereof, either in the name
of Landlord or otherwise, for a term which may at Landlord's option be less than
or exceed the period which would otherwise have constituted the balance of the
Term, and may grant commercially reasonable concessions including free rent; and
(iii) Tenant or the legal representative of Tenant shall also pay Landlord, for
the failure of Tenant to observe and perform Tenant's covenants herein
contained, the maximum amount of damages recoverable or at Landlord's option,
for each month of the period which would otherwise have constituted the balance
of the Term, any deficiency between (x) the sum of (a) one (1) monthly
installment of Fixed Rent, (b) one-twelfth (1/12) of the average annual
Percentage Rent payable hereunder based upon the three (3) Lease Years
immediately preceding (or the entire preceding portion of the Term if less than
three

                                      8-2
<PAGE>

(3) Lease Years), (c) one twelfth (1/12) the Tax Rent that would have been
payable for the year in question but for such re-entry or termination, (d) the
current monthly Common Area Rent and (e) any other Rent or monies payable under
this Lease, and (y) the net amount, if any, of the rents collected on account
of the lease or leases of the Premises for each month of the period which would
otherwise have constituted the balance of the Term. The failure of Landlord to
relet the Premises or any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing damages there shall be included
such commercially reasonable expenses as Landlord may incur in connection with
reletting, such as court costs, attorneys' fees and disbursements, brokerage
fees, other costs and expenses incurred by Landlord and for putting and keeping
the Premises in good order or for preparing the same for reletting as
hereinafter provided. Any such damages shall, at Landlord's option, be paid in
monthly installments by Tenant on the rent day specified in this Lease and any
suit brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Landlord to collect the deficiency for any
subsequent month by a similar proceeding or, at Landlord's option, in advance,
discounted to the then present value. Landlord, at Landlord's option, may make
such alterations, repairs, replacements and/or decorations in the Premises as
Landlord in Landlord's reasonable judgment considers advisable and necessary
for the purpose of reletting the Premises; and the making of such alterations
and/or decorations shall not operate or be construed to release Tenant from
liability hereunder as aforesaid. Provided that Landlord makes the same effort
to relet the Premises as other space in the Shopping Center, Landlord shall in
no event be liable in any way whatsoever for failure to relet the Premises, or
in the event that the Premises are relet, for failure to collect the rent under
such reletting. Landlord shall not, in reletting the Premises, be required to
prefer the letting of the Premises over any other space in the Shopping Center.
Landlord shall have in addition to any statutory or other liens or rights, if
any, and not in lieu thereof, a lien on all fixtures, equipment and leasehold
improvements located at the Premises.

       B. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Landlord shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity as if re-entry,
summary proceedings and other remedies were not herein provided for. Mention in
this Lease of any particular remedy shall not preclude Landlord from any other
remedy.

     Section 8.4. Waiver of Trial by Jury: Tenant Not to Counter-Claim. It is
mutually agreed by and between Landlord and Tenant that the respective parties
hereto shall and they hereby do waive trial by jury in any action, proceeding
or counter-claim or other claim brought by either of the parties hereto against
the other on any matters not relating to negligently caused personal injury or
property damage, but otherwise arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of
the Premises, and any emergency statutory or any other statutory remedy. Tenant
further agrees that unless the failure to do so would constitute a waiver of
its right to institute a separate action or proceeding against Landlord, it
shall not interpose any

                                      8-3
<PAGE>

counter-claim or cross-claim in a summary dispossess proceeding, unlawful
detainer proceeding or in any action or proceeding based on non-payment of Rent
or any other payment required of Tenant hereunder, however, Tenant shall be
precluded from disputing the amounts due Landlord.

     Section 8.5. Holdover by Tenant. In the event Tenant remains in possession
of the Premises after the expiration of the Term created hereunder, and without
the express written consent of Landlord or the execution and delivery of a new
lease, Tenant, at the option of Landlord, shall be deemed to be occupying the
Premises as a tenant from month-to-month, terminable at will be either party,
at a monthly rental equal to the sum of (i) twice the monthly installment of
Fixed Rent payable during the last month of the Term, (ii) one-twelfth (1/12)
of the average annual Percentage Rent payable hereunder based upon the last
three (3) Lease Years, (iii) the current monthly Tax Rent payable for the last
year of the Term, (iv) the monthly Common Area Rent, (v) the monthly
Environmental Charge, (vi) the monthly Mall Rent and (vii) one-twelfth (1/12)
of any other Additional Rent or other charges payable, subject to all the other
conditions, provisions and obligations of this Lease insofar as the same are
applicable to a month-to-month tenancy. Tenant shall not interpose any
counter-claim or cross-claim in a summary dispossess proceeding, unlawful
detainer proceeding or other action or proceeding based on holdover, however,
Tenant shall be permitted to assert appropriate defense to Landlord's claim.

     Section 8.6. Landlord's Right to Cure Defaults. Landlord may cure, after
notice served pursuant to this Article and failure of Tenant to do so, any
default by Tenant under this Lease; and whenever Landlord so elects, all costs
and expenses incurred by Landlord in curing a default, including, without
limitation, reasonable attorneys' fees, together with interest on the amount of
costs and expenses so incurred at the rate provided in Section 3.8 hereof,
shall be paid by Tenant to Landlord on demand, and shall be recoverable as
Additional Rent.

     Section 8.7. Effect of Waivers of Default. No consent or waiver, expressed
or implied, by Landlord to or of any breach of any covenant, condition or duty
of Tenant shall be construed as a consent or waiver to or of any other breach
of the same or any other covenant, condition or duty of Tenant, unless in
writing signed by Landlord.

     Section 8.8. Security Deposit. Tenant has agreed to deposit with Landlord
the Security Deposit as security for the punctual performance by Tenant of each
and every obligation of it under this Lease. In the event of any default by
Tenant, Landlord may apply or retain all or any part of the Security Deposit to
cure the default or to reimburse Landlord for any sum which Landlord may spend
by reason of the default. In the case of every such application or retention,
Tenant shall, on demand, pay to Landlord the sum so applied or retained which
shall be added to the Security Deposit so that the same shall be restored to
its original amount. If at the end of the Term Tenant shall not be in default
under this Lease and shall have delivered to Landlord evidence of final utility
service readings and pay-

                                      8-4

<PAGE>

ment thereof, the Security Deposit or any balance thereof, shall be returned to
Tenant within thirty (30) days. If Landlord shall sell the Shopping Center, or
shall lease the Shopping Center, in either case subject to this Lease, or shall
otherwise assign or dispose of this Lease, Landlord may assign and turn over the
Security Deposit or any balance thereof to Landlord's grantee, lessee or
assignee, and Tenant hereby releases and relieves Landlord from any and all
liability for the return of said deposit and shall look solely to said grantee,
lessee or assignee; it being expressly agreed that this provision shall apply to
each and every sale, conveyance or lease of the Shopping Center or assignment or
disposition of this Lease. Landlord shall not be required to place the Security
Deposit in an interest-bearing account and said fund shall be returned to
Tenant without interest.

                                      8-5
<PAGE>

                                   ARTICLE 9


                             Additional Provisions

     Section 9.1. Notices from One Party to the Other. Any notice or demand
from Landlord to Tenant or from Tenant to Landlord shall be in writing and
shall be deemed duly served if mailed by registered or certified mail, return
receipt requested, addressed, if to Tenant, at the address of Tenant set forth
herein, or to such other address as Tenant shall have last designated by notice
in writing to Landlord, and if to Landlord, at the address of Landlord set
forth herein or such other address as Landlord shall have designated by notice
in writing to Tenant. Notice shall be deemed served when mailed.

     Section 9,2. Brokerage. Tenant warrants that it has had no dealings with
any broker or agent in connection with this Lease other than the Broker, if
any, named elsewhere in this Lease and covenants to pay, hold harmless and
indemnify Landlord from and against any and all costs, expense or liability for
any compensation, commissions and charges claimed by the Broker or by any other
broker or agent with respect to this Lease or the negotiation thereof with whom
Tenant had dealings.

     Section 9.3. Estoppel Certificates. Each of the parties agrees that it
will, at any time and from time to time, within twenty (20) business days
following written notice by the other party herein specifying that it is given
pursuant to this Section, execute, acknowledge and deliver to the party who
gave such notice a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), and the dates to which the Rent and any other payments due
hereunder from Tenant have been paid in advance, if any, and stating whether or
not to the best knowledge of the signer of such certificate the other party is
in default in performance of any covenant, agreement or condition contained in
this Lease, and if so, specifying each such default of which the signer may
have knowledge.

     Section 9.4. Applicable Law and Construction. The laws of the state in
which the Shopping Center is located shall govern the validity, performance and
enforcement of this Lease. The invalidity or unenforceability of any provision
of this Lease shall not affect or impair any other provision. All negotiations,
considerations, representations and understandings between the parties are
incorporated in this Lease. Landlord or Landlord's agents have made no
representations or promises with respect to the Shopping Center or the
Premises, except as herein expressly set forth. Tenant further understands that
this Lease and every other lease agreement with every other tenant or occupant
of the Shopping Center is negotiated on its own merits and Landlord does not
make any representation as to the similarity of the terms of this Lease with
any other such lease or agreement. The headings of the several articles and
sections contained herein are for convenience only and do not define, limit or
construe the contents of such articles or sections, it being understood that
the so-called "Recital" constitutes part of the agreement between Landlord and
Tenant. Whenever herein



                                      9-1
<PAGE>

the singular number is used, the same shall include the plural, and the neuter
gender shall include the masculine and feminine genders.

     Section 9.5. Relationship of the Parties. Nothing contained herein shall
be deemed or construed by the parties hereto, or any third party, as creating
the relationship of principal and agent or partnership or joint venture between
the parties hereto, it being understood and agreed that neither the method of
computation of Rent nor any other provision contained herein, nor any acts of
the parties hereto, shall be deemed to create any relationship between the
parties hereto other than the relationship of landlord and tenant.

     Section 9.6. Limitations on Liability. Landlord and Landlord's agents and
employees shall not be liable for, and Tenant waives all claims for, loss or
damage to Tenant's business or damage to any Person or property sustained by
Tenant resulting from any accident or occurrence (unless, subject, however, to
the waiver of subrogation provision hereof, caused by or resulting from the
negligence or willful acts of Landlord) in or upon the Premises or any other
part of the Shopping Center, including, but not limited to, claims for damage
resulting from: (i) any equipment or appurtenances becoming out of repair; (ii)
injury done or occasioned by wind; (iii) any defect in or failure of plumbing,
heating or air conditioning equipment, electric wiring or installation thereof,
gas, water and steam pipes, stairs, porches, railings or walks; (iv) broken
glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting,
leaking or running of any tank, tub, washstand, water closet, waste pipe, drain
or any other pipe or tank in, upon or about the building or the Premises; (vii)
the escape of steam or hot water; (viii) water, snow, or ice being upon or
coming through the roof, skylight, trapdoor, stairs, doorways, show windows,
walks or any other place upon or near the building or the Premises or
otherwise; (ix) the falling of any fixture, plaster, tile or stucco; and (x)
any act, omission or negligence of other tenants, licensees or of any other
Persons or occupants of the Shopping Center.

     Section 9. 7. Landlord's Entry Rights. Landlord or Landlord's agents shall
have the right to enter upon the Premises at all reasonable times to examine
same and to make such repairs, alterations, improvements or additions to the
Premises or to the building as may be necessary, and Landlord shall be allowed
to take all materials into and upon the Premises that may be required therefor
without the same constituting an eviction of Tenant, in whole or in part, and
the Rent shall in nowise abate while such repairs, alterations, improvements or
additions are being made by reason of loss or interruption of the business of
Tenant because of the prosecution of any such work. However, if as the result
of the exercise by Landlord of its rights under this Section 9.7, there is
created a substantial and material interference with Tenant's ability to
conduct business in the Premises, and Tenant therefore closes for more than
three (3) consecutive business days, Tenant shall be entitled to an abatement
of Fixed Rent for each day after the third (3rd) business day during which the
condition continues. Except in emergencies such entry shall be during business
hours and on reasonable oral notice to the Person then in charge of the
Premises for Tenant. Landlord shall use all reasonable efforts not to
unreasonably interfere with or interrupt the conduct and operation of Ten-

                                      9-2
<PAGE>

ant's business but in no event shall Landlord be required to incur any
additional expenses for work to be done during hours or days other than regular
business hours or days. Landlord or Landlord's agents shall also have the right
to enter upon the Premises after notice as set forth above, at reasonable times
to show them to prospective lessees or purchasers of the Shopping Center.
During the one hundred eighty (180) days prior to the expiration of the Term,
Landlord may show the Premises to prospective tenants. If, prior to the end of
the Term, Tenant shall have removed all or substantially all of Tenant's
property therefrom, Landlord may immediately enter, renovate and redecorate the
Premises without elimination or abatement of Rent or the payment of other
compensation to Tenant and such action shall have no effect upon this lease.

     Section 9.8. Subordination.

      A. This Lease is and all of Tenant's rights hereunder are subject and
subordinate to (i) any ground or underlying (including operation) leases that
now exist or may hereafter be placed on the Shopping Center or any part
thereof, and (ii) any mortgages or deeds of trust that noe exist or may
hereafter be placed upon the Shopping Center or the interest under any ground
or underlying leases and to any and all advances made thereunder and the
interest thereon and to all renewals, replacements, amendments, modifications,
consolidations and extensions of any of the foregoing. Tenant covenants and
agrees that if any mortgagee of Landlord's interest in any underlying lease or
any fee mortgagee succeeds to Landlord's interest under this Lease by
foreclosure or otherwise, Tenant will, if requested, attorn to such mortgagee
and will recognize such mortgagee as Tenant's landlord under this Lease. At the
option of the landlord or any successor landlord thereunder, Tenant agrees that
neither the cancellation nor termination of any ground or underlying lease to
which this Lease is now or may hereafter become subject or subordinate, nor any
foreclosure of a mortgage either affecting the fee title of the Premises or the
ground or underlying lease, nor the institution of any suit, action, summary or
other proceeding by the landlord or any successor landlord thereof, or any
foreclosure proceeding brought by the holders of any such mortgage to recover
possession of the leased property, shall by operation of law or otherwise
result in the cancellation or termination of this Lease or the obligations of
Tenant hereunder, and Tenant covenants and agrees to attorn to the landlord or
to any successor to Landlord's interest in the Premises. Tenant shall execute
and deliver in recordable form, whatever instruments may be required to
acknowledge or further effectuate the provisions of this Subsection, and in the
event Tenant fails to do so within twenty (20) days after demand in writing,
such failure shall be deemed a material default hereunder. Any mortgagee or
trustee under any such mortgage or deed of trust or the lessor under any such
ground or underlying lease may elect that this Lease shall have priority over
its mortgage, deed of trust or lease and upon notification of such election by
such mortgagee, trustee or lessor to Tenant, this Lease shall be deemed to have
priority over said mortgage, deed of trust or ground or underlying lease
whether this Lease is dated prior to or subsequent to the date of said
mortgage, deed of trust or lease. If the holder of any mortgage, deed of trust
or security agreement shall forward to Tenant written notice of the existence



                                      9-3
<PAGE>

of such lien or lease, then Tenant shall, so long as such lien or lease
continues, give to such lienholder or lessor the same notice and opportunity to
correct any default as is required to be given to Landlord under this Lease but
such notice of default may be given to Landlord and such lienholder or lessor
concurrently.

      B. If so requested by Tenant, Landlord shall use reasonable efforts to
obtain nondisturbance and attornment agreements from any ground or underlying
lessors or present or future mortgagees of Landlord's interest in the Premises,
which efforts shall consist only of Landlord's making a written request for
such agreements on behalf of Tenant. Tenant shall cooperate in all respects
with Landlord's efforts, shall provide any information reasonably required by
such mortgagees or lessors and shall pay such fees or expenses as may be
requested by such parties in connection with such agreements. Landlord shall
not be required to institute any legal action or proceeding in order to obtain
said agreements. The foregoing shall not be deemed a condition to the
effectiveness or continuing effectiveness of this Lease.

     Section 9.9. Construction on Adjacent Premises or Buildings. If any
construction, excavation or other building operation shall be about to be made
or shall be made on any premises adjoining or above or below the Premises or on
any other portion of the building or the Shopping Center, Tenant shall permit
Landlord, or the adjoining owner, and their respective agents, employees,
licensees and contractors, to enter the Premises and to strengthen, add to or
shore the foundations, walls, columns or supporting members thereof, and to
erect scaffolding and/or protective barricades around and about the Premises
(but not so as to preclude entry thereto) and to do any act or thing necessary
for the safety or preservation of the Premises. Except as may be expressly set
forth to the contrary in this Section 9.9, Tenant's obligations under this
Lease shall not be affected by any of the foregoing or any such construction or
excavation work, shoring-up, scaffolding or barricading. Landlord shall not be
liable in any such case for any inconvenience, disturbance, loss of business or
any other annoyance arising from any such construction, excavation, shoring-up,
scaffolding or barricades, but Landlord shall use its best efforts so that such
work will cause as little inconvenience, annoyance and disturbance to Tenant as
possible, consistent with accepted construction practice in the vicinity, and
so that such work shall be expeditiously completed. It is understood by Tenant
that shopping centers are at times expanded or reconfigured by the addition of
new or reconfigured buildings, improvements or structures (including
multi-level, decked or subsurface parking structures) and if the foregoing
occurs, Landlord shall have the right of access to enter upon the Premises to
perform construction work and shall use its reasonable efforts to complete all
construction in the Premises as promptly as possible (considering the nature
and extent of the construction and subject to prudent construction practices).
Landlord shall have the right to require Tenant to temporarily curtail its
business or to temporarily close the Premises if necessary in connection with
the construction work. Accordingly, (i) if Landlord requires Tenant to
temporarily suspend business or to temporarily close the Premises because of
any such changes or (ii) if Tenant's use and occupancy of the Premises or
Tenant's access to the covered mall in front of the Premises is materially,
adversely interfered with and Tenant temporarily closes



                                      9-4
<PAGE>

for business, Tenant shall receive an abatement of Rent (except Percentage
Rent) on a per diem basis for the number of days for which Tenant is required
to close. Notwithstanding the foregoing, Tenant shall have no right to seek
damages or to cancel and terminate this Lease because of the proposed
expansion, nor shall Tenant have the right to restrict, inhibit or prohibit
said expansion.

     Section 9.10. Mall Expansion.

      A. In the event Landlord shall add additional buildings to the Shopping
Center or expand or reconfigure any of the buildings currently contained
therein, Landlord shall have the right to relocate Tenant's operation to other
premises (the "New Premises") in another part of the Shopping Center in
accordance with the following provisions: the New Premises shall be
substantially the same in size and configuration as the Premises described in
this Lease and, to the extent reasonably possible, shall be located in an area
having, in Landlord's reasonable judgment, comparable pedestrian traffic.
Landlord shall deliver the New Premises to Tenant in a state substantially
similar to the state then existing at the Premises described in this Lease,
exclusive of trade fixtures and equipment, furnishings, decorations and other
items of personal property. The cost of removing Tenant's trade fixtures and
equipment, inventory and items of personal property from the Premises herein
demised and installing them in the New Premises shall be borne by Landlord.
Landlord shall give Tenant at least one hundred twenty (120) days' notice of
Landlord's intention to relocate Tenant's operation to the New Premises. To the
extent determined by Landlord to be practicable, Tenant's Work in the New
Premises shall be prosecuted while Tenant is open for business in the Premises
herein demised and the physical move shall take place during non-business
hours, if reasonably possible, or during such other period as shall be mutually
agreed upon by Landlord and Tenant. Rent (except Percentage Rent) shall abate
for any period during which Tenant's operation shall be closed to the public as
a result of the relocation and there shall be excluded from the computation set
forth in Subsection 3.3A of this Lease the amount of Fixed Rent which would
otherwise be payable for such period. The incidental costs incurred by Tenant
as a result of the relocation, including, without limitation, costs incurred in
changing addresses on stationery, business cards, directories, advertising and
other such items, shall be paid by Landlord, in a sum not to exceed $1,500.00.
Landlord shall not have the right to relocate Tenant's operation more than once
during the Term. If the New Premises are smaller or larger than the Premises
described in this Lease, Fixed Rent shall be adjusted to a sum computed by
multiplying the Fixed Rent specified in Article 1, by a fraction, the numerator
of which shall be the total number of square feet of Floor Space in the New
Premises and the denominator of which shall be the total number of square feet
of Floor Space in the Premises described in this Lease. All other charges based
upon Floor Space shall likewise be adjusted proportionately. The parties shall
immediately execute an amendment to this Lease stating the relocation of Tenant
to the New Premises and the modifications hereinabove required.



                                      9-5
<PAGE>

     B. In the event Landlord shall not exercise the aforedescribed right to
relocate Tenant's operation, then provided that as of the date Landlord
substantially completes the addition, expansion and/or reconfiguration, not
less than three (3) nor more than seven (7) years shall remain in the Term,
Landlord shall have the right to require Tenant, at Tenant's sole expense, to
construct a new storefront, in accordance with plans and specifications
approved by Landlord. If Landlord shall elect to exercise said right, Tenant's
construction work shall be completed not later than ninety (90) days following
notice from Landlord that the addition, expansion and/or reconfiguration has
been substantially completed.

     C. In the event the New Premises described in Landlord's relocation notice
are unacceptable to Tenant, Tenant shall have the right, as its sole and only
remedy, exerciseable by written notice to Landlord given within thirty (30)
days following receipt of Landlord's relocation notice, to terminate this
Lease, such termination to be effective as of the proposed relocation date set
forth in Landlord's notice. Failure by Tenant to timely exercise such right
shall be deemed a waiver with respect thereto and confirmation that the New
Premises are acceptable to Tenant. Such termination shall be Tenant's sole and
only remedy in the event of Tenant's refusal to accept relocation to the New
Premises, it being understood that should Tenant refuse for any reason to
relocate, but fail to terminate this Lease in accordance with the foregoing,
this Lease shall nevertheless expire on the date set forth in Landlord's
relocation notice.

     Section 9.11. Short Forrn Lease. Tenant agrees not to record this Lease.
Either party shall, at the request of the other, execute, acknowledge and
deliver, at any time after the date of this Lease, a memorandum or notice of
lease prepared by the requesting party, but the provisions of this Lease shall
control the rights and obligations of the parties.

     Section 9.12. Binding Effect of Lease. The covenants, agreements and
obligations herein contained, except as herein otherwise specifically provided,
shall extend to, bind and inure to the benefit of the parties hereto and their
respective personal representatives, heirs, successors and permitted assigns.
In particular the provisions of Subsection F of Section 6.2 shall bind the
executors, administrators or other personal representatives of Tenant, if an
individual, or its successors, if Tenant is a corporation or partnership. Each
covenant, agreement, obligation or other provisions herein contained shall be
deemed and construed as a separate and independent covenant of the party bound
by, undertaking or making the same, not dependent on any other provision of
this Lease unless otherwise expressly provided.

     Section 9.13. Effect of Unavoidable Delays. The provisions of this Section
shall be applicable if there shall occur, during the Term, or prior to the
commencement thereof, any (i) strike(s), lockout(s) or labor dispute(s); (ii)
inability to obtain labor or materials, or reasonable substitutes therefor; or
(iii) acts of God, governmental restrictions, regulations or controls, enemy or
hostile governmental action, civil commotion, fire or other casualty, or other
conditions similar or dissimilar to those enumerated in this item (iii) beyond



                                      9-6
<PAGE>

the reasonable control of the party obligated to perform. If Landlord or Tenant
shall, as the result of any of the above-described events, fail punctually to
perform any obligation on its part to be performed under this Lease, then such
failure shall be excused and not be a breach of this Lease by the party in
question, but only to the extent occasioned by such event. If any right or
option of either party to take any action under or with respect to this Lease
is conditioned upon the same being exercised within any prescribed period of
time and such named date, then such prescribed period of time and such named
date shall be deemed to be extended or delayed, as the case may be, for a
period equal to the period of the delay occasioned by any above-described
event. Notwithstanding anything herein contained, the provisions of this
Section shall not be applicable to or in determining the date of commencement
of or the continuance of Tenant's obligation to pay Rent or its obligations to
pay any other sums, moneys, costs, charges or expenses required to be paid by
Tenant hereunder.

     Section 9.14. No Oral Changes. Neither this Lease nor any provision hereof
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.

     Section 9.15. Executed Counterparts of Lease. This Lease may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original; and all such counterparts shall together
constitute but one and the same Lease.

     Section 9.16. Landlord's Liability.

     A. In the event of sale or transfer of all or any portion of the Shopping
Center or any undivided interest therein, or in the event of the making of a
lease of all or substantially all of the Shopping Center, or in the event of a
sale or transfer of the leasehold estate under any such lease, the grantor,
transferor or lessor, as the case may be, shall thereafter be entirely relieved
of all terms, covenants and obligations thereafter to be performed by Landlord
under this Lease to the extent of the interest or portion so sold, transferred
or leased, provided that (i) any amount then due and payable to Tenant or for
which Landlord or the then grantor, transferor or lessor would otherwise then
be liable to pay to Tenant (it being understood that the owner of an undivided
interest in the fee or any such lease shall be liable only for his or its
proportionate share of such amount) shall be paid to Tenant; (ii) the interest
of the grantor, transferor or lessor, as Landlord, in any funds then in the
hands of Landlord or the then grantor, transferor or lessor in which Tenant has
an interest, shall be turned over, subject to such interest, to the then
grantee, transferee or lessee; (iii) notice of such sale, transfer or lease
shall be delivered to Tenant and (iv) the grantee, transferee or lessee shall
assume in writing all of Landlord's obligations under this Lease accruing from
the date of the transaction.



                                      9-7
<PAGE>

     B. Tenant agrees that it shall look solely to the estate and property of
Landlord in the land and buildings comprising the Shopping Center and the
income therefrom (subject to prior rights of the holder of any mortgage or deed
of trust on any part of the Shopping Center) for the collection of any judgment
(or other judicial process) requiring the payment of money by Landlord in the
event of any default or breach by Landlord with respect to any of the terms,
covenants and conditions of this Lease to be observed or performed by Landlord;
and no other assets of Landlord, its members or shareholders shall be subject
to levy, execution or other procedures for the satisfaction of Tenant's
remedies.

     C. Corporate Property Investors is the designation of the Trustees under a
Declaration of Trust, as amended and restated, on file with the Secretary of
the Commonwealth of Massachusetts, and neither the shareholders nor the
Trustees, officers, employees or agents of the Trust created thereby, nor any
of their personal assets, shall be liable hereunder and, subject to Subsection
9.16B above, all persons dealing with the Trust shall look solely to the Trust
estate for the payment of any claims hereunder or for the performance hereof.

     Section 9.17. Managing Agent. Landlord has advised Tenant that it has
appointed Pembrook Management, Inc. as managing agent of the Shopping Center
(said managing agent and any successor or substitute managing agent is
hereinafter referred to as Managing Agent). Tenant shall, until otherwise
notified by Landlord, direct all payments of Rent required to be made pursuant
to this Lease to the Managing Agent payable to the Landlord.

     IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease
as of the day and year first above written.

                        THE TRUSTEES OF BRAINTREE TRUST
                       as Trustees and not individually,
                          and as attorney-in-fact for
                      Braintree Property Associates, L.P.
                                          By: CORPORATE PROPERTY INVESTORS.
                                             Authorized Agent



                                          By: J. Michael Maloney
                                              ------------------------------
                                              Senior Vice President

ATTEST:                                   OCEAN, INC.

/s/ Stephen M. Nopottaus                      /s/ George R. Chapdelaine
-----------------------------                 ------------------------------
Secretary                                     President & Treasurer



                                      9-8
<PAGE>

                                                                   SIGNPAGE.FRM
                                                                    Ten-Corp.ACK
                                                                         1/30/92

                           (TENANT, if a Corporation)

STATE OF MASSACHUSETTS    )
                          ) ss.: ###-##-####
COUNTY OF SUFFOLK         )

     On this 9th day of January 9, 1996, before me personally came George R.
Chapdelaine, to me known, who being by me duly sworn, did depose and say that
(s)he resides at 205 Portland St. Boston, MA 02114.

          ,     that (s)he is the President and Treasurer of OCEAN INC., the
corporation described herein and which executed the foregoing instrument; that
(s)he knows the seal of the said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of the said corporation; and that (s)he signed his name thereto by
like order.

                                   /s/
                                   --------------------------------------------
                                   George R. Chapdelaine

                                   /s/
                                   --------------------------------------------
                                   Stephen M. Nopottaus
                                   Notary Public

     As subscribed and sworn before me on Jan. 9, 1996. My commission expires
                                   Oct. 26, 2002
<PAGE>

                           (Tenant, if a corporation)

STATE OF                  )
                          ) ss.:
COUNTY OF                 )

On this         day of         , 19  , before me personally came
                 , to me known, who being by me duly sworn, did depose and say
that (s)he resides at                           ; that (s)he is the
            of             , the corporation described in and which executed
the foregoing instrument; that (s)he knows the seal of the said corporation;
that the seal affixed to the same instrument is such corporation seal; that it
was so affixed by order of the Board of Directors of the said corporation; and
that (s)he signed his(her) name thereto by like order.

 

                                   --------------------------------------------
                                                 Notary Public

 

                   (Tenant, if an individual or partnership)

STATE OF                  )
                          ) ss.:
COUNTY OF                 )

On this         day of         , 19  , before me personally came
                 , to me known to be the individual described in and who
executed the foregoing instrument and acknowledged that (s)he executed the
same.

 

                                   --------------------------------------------
                                                 Notary Public



                                      9-9
<PAGE>

                                   (Landlord)

STATE OF                  )
                          ) ss.:
COUNTY OF                 )

On this         day of         , 19  , before me personally came,
                 , to me known, who being by me duly sworn, did depose and say
that he resides at                           ; that he is the Senior Vice
President of CORPORATE PROPERTY INVESTORS, one of the Parties described in and
which executed the foregoing instrument; that he knows the seal of the said
CORPORATE PROPERTY INVESTORS: that the seal affixed to the said instrument is
such seal; that it was so affixed by order of the Board of Trustees of the said
CORPORATE PROPERTY INVESTORS; and that he signed his name thereto by like
order.

 

                                   --------------------------------------------
                                                 Notary Public



                                      9-10
<PAGE>

                                                                  Landlord Ack.
                                                                         Maloney

                                   (Landlord)

STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

     On this 13th day of February, 1996, before me personally came J. Michael
Maloney, to me known, who being by me duly sworn, did depose and say that he
resides at 48 Remsen Street, Brooklyn, New York 11201; that he is the Senior
Vice President of CORPORATE PROPERTY INVESTORS, the general partner of
BRAINTREE PROPERTY ASSOCIATES, LIMITED PARTNERSHIP and which executed the
foregoing instrument; that he knows the seal of the said CORPORATE PROPERTY
INVESTORS; that the seal affixed to the said instrument is such seal; that it
was so affixed by order of the Board of Trustees of the said CORPORATE PROPERTY
INVESTORS; and that he signed his name thereto by like order.

     

                                   /s/ Carol D. Levy
                                   --------------------------------------------
                                                   Notary Public

                                                 CAROL D. LEVY             
                                        Notary Public, State of New York   
                                                No. 01LE4851791            
                                        Qualified in Westchester County    
                                      Commission Expires February 18, 1996 
<PAGE>                                

RIDERS TO LEASE AGREEMENT dated November 15, 1995 between BRAINTREE PROPERTY
ASSOCIATES, L.P., as Landlord, and OCEAN, INC., d/b/a "Pizzeria Regina", as
Tenant, for Store No. 2106, South Shore Plaza, Braintree, Massachusetts

     In the event of any inconsistencies between this Rider and the printed
form of this Lease, the Riders shall be deemed to control.

Rider #1--Food Court Expansion

     Landlord has commenced construction of an addition to the Shopping Center
of which the Premises will be a part, such addition to be known as the Food
Court. Tenant will occupy Store No. 2106, consisting of approximately 700
square feet. Tenant's Premises in the Food Court is shown on Exhibit B for
illustrative purposes and Landlord reserves the right to increase, eliminate,
reduce or change the number, type, size, location, elevation, nature and use of
any part of the Food Court and make changes, additions, subtractions,
alterations or improvements in or to the Food Court.

Rider #2--amending Article 1--Size of Premises

     Landlord and Tenant acknowledge that all Additional Rent based on the Size
of the Premises shall be calculated assuming that the Premises shall consist of
700 square feet of Floor Space. As soon as practicable after Landlord's Work is
completed, Landlord shall cause the Premises to be measured and the Floor Space
of the Premises to be determined in accordance with the definition thereof set
forth in Article 1. In the event the Floor Space of the Premises varies from
700 square feet, all Additional Rent based on the Size of the Premises
including the Merchant's Association Dues and Environmental Charge set forth on
page 1-1, but not Fixed Rent, shall be adjusted to reflect any variance.
Landlord shall send Tenant written notice of the actual Size of the Premises.
In the event Tenant does not dispute the remeasurement within thirty (30) days
after Landlord's notice thereof, the adjusted Size of the Premises shall be
binding on the parties.

 
<PAGE>

Rider #3--Landlord's Work.

     Landlord agrees to perform the work (Landlord's Work) described in Exhibit
E, annexed hereto as and made a part hereof. The cost of those items of
Landlord's Work which are to be performed at Tenant's expense are designated on
Schedule 1 to Exhibit E; however, in no event shall Tenant be required to
reimburse Landlord more than $50,000.00 for Landlord's Work provided that such
$50,000.00 cap shall not apply to drawing and Board of Health review charges,
temporary utilities, temporary trash removal and sprinkler system shut down
charges (items A.1, A.2, B.1, B.2 and D.4) and optional items at Tenant's
request. Such costs shall be deemed Additional Rent under the Lease and shall
be paid in twelve (12) equal monthly installments, the first such installment
to be due on the first day of the first full month of the Term. Such monthly
installments shall continue until the earlier of (i) the entire amount due and
owing is fully paid or (ii) Tenant has paid the twelfth (12th) monthly
installment.

     After delivering possession of the Premises to Tenant, Landlord shall not
then materially alter the size and/or shape of the Premises without Tenant's
consent. In the event Tenant refuses to grant its consent to non-material
changes, Landlord shall have the option of canceling and terminating this
Lease.

Rider #4--Disputes

     In the event of any dispute between Landlord and Tenant concerning the
date of substantial completion of Landlord's Work or the Size of the Premises
or any part thereof, or whether or not access to the Premises is available as
contemplated in these riders, such dispute shall be determined by Landlord's
architect, whose decision shall be binding on the parties and whose fees for
such service shall be borne equally by Landlord and Tenant. Until such
determination shall have been made, Tenant shall pay all Rent as, when and in
the amounts billed by Landlord, subject to reimbursement, if any, as indicated
by decision of the architect.



                                       2
<PAGE>

Rider #5--amending Article 1--Commencement Date and defining Grand Opening Date
    

     "Grand Opening Date" or "Grand Opening" shall be the officially announced
date and time designated by Landlord for the opening to the public of the Food
Court. Landlord anticipates that the Grand Opening shall take place on or about
February 15, 1996; however, Landlord shall give Tenant at least twenty (20)
days' prior written notice as to the actual date and time of the Grand Opening.
Tenant shall not open for business prior to the Grand Opening Date without the
prior written consent of Landlord.

Rider #6--Grand Opening Contribution

     On the first day of the month next following the month in which the
Commencement Date occurs, Tenant shall pay to Landlord, as a contribution
toward the promotion of the Grand Opening of the stores in the Food Court (the
"Grand Opening Contribution"), the sum of $3.50 per square foot of Floor Space
in the Premises. In addition, Tenant shall cooperate with Landlord in all Grand
Opening activities.

Rider #7--Tenant's Work

     Tenant shall commence Tenant's Work when possession of the Premises is
made available to Tenant and possession shall be deemed to have been delivered
to Tenant upon service of Landlord's notice that the Premises is available.
Tenant's Work Period shall be as provided in Article 1 of this Lease. Tenant's
Work shall be performed in accordance with the terms and conditions of the
Tenant Design Criteria Manual to be furnished to Tenant by Landlord. Such work
shall include those items of work to be performed by subcontractors designated
by Landlord. In conjunction therewith, Tenant shall require Tenant's General
Contractor to deposit with Landlord, a certified check in the amount of
$10,000.00, which amount shall be returned to the General Contractor upon the
satisfactory completion of Tenant's Work and submission to Landlord of
satisfactory evidence that the subcontractors have been paid all amounts owed
to them by the General Contractor.



                                       3
<PAGE>

Rider #8--Coordination of Work

     The timing and progress of Tenant's Work and the work of other tenants,
Landlord's Work, and the Food Court work shall be coordinated with Landlord or
its designee. In the event of any dispute with respect to deliveries, parking,
storage of equipment or materials or vehicles, traffic flow, or any other
matter or thing relating to Landlord's Work, Tenant's Work or the work of other
tenants, it shall be determined by Landlord or Landlord's designee in their
sole discretion. Tenant and its agents or contractors, when requested shall
attend at the Shopping Center, during business hours, all construction meetings
convened by Landlord or its representative and they shall comply with all
reasonable and nondiscriminatory rules and regulations adopted from time to
time by Landlord or its designee. Neither Tenant nor its agents shall park or
store any vehicles, equipment, materials or supplies other than within Tenant's
Premises, without the specific written consent of Landlord.

Rider #9--amending Section 2.1

   (A) Page 2-1, line 12, after the word "condition" insert "except for latent
   defects".

   (B) Landlord shall respond to Tenant's plans within twenty (20) days after
   receipt thereof.

Rider #10--amending Section 2.2

     (A) All rules and regulations set forth by the Landlord for the benefit of
all retail tenants in the Shopping Center shall be applied in a uniform and
non-discriminatory manner.

   (B) Page 2-1, line 34, after "acts" insert "or those of Landlord's agents,
   employees, invitees or contractors".

   (C) Page 2-2, line 1, after the words "later than" insert "thirty (30) days
   after ".



                                       4
<PAGE>

Rider #11--amending Section 2.4

     Page 2-2, line 25, after the word "installations" insert "alterations,
additions and improvements".

Rider #12--amending Section 2.5

     Page 2-2, line 30, after "Delays" insert "(as defined in Section 9.13)".

Rider #13--amending Section 3.2

     In no event shall Tenant be assessed more than one increase in Fixed Rent
pursuant to the second sentence of Section 3.2 during the Term hereof.

Rider #14--amending Section 3.3 C

   (A) Page 3-2, line 41, delete "fifteen (15)" and substitute "twenty (20)".

   (B) Page 3-3, line 1, delete "sixty (60)" and substitute "ninety (90)".

   (C) Page 3-3, lines 8 and 18, delete "two (2%)" and substitute "three
   (3%)".

   (D) Page 3-3, line 12, before "tax returns" insert "sales".

   (E) Page 3-3, line 13, after "records" insert "in connection with the
   Premises only".

   (F) Page 3-3, line 22, delete "four (4%)" and insert "six (6%)".

Rider #15--amending Section 3.3 E

     Section 3.3 E is hereby deleted in its entirety, and the following is
substituted in lieu thereof:



                                       5
<PAGE>

     "E. Percentage Rent for each Lease Year shall become due and payable on
the first to occur of (i) 60 days after the last day of each Lease Year, or
(ii) on the 20th day of the month immediately following the month during which
Tenant has attained Gross Sales for the then current Lease Year, in an amount
sufficient to entitle Landlord to the payment by Tenant of Percentage Rent in
accordance with the formula set forth in Section 3.3; thereafter, for each
succeeding month remaining in the then current Lease Year, Tenant shall pay
Percentage Rent simultaneously with the submission of each monthly statement of
Gross Sales, on all additional Gross Sales during the said Lease year. Upon the
receipt by Landlord of the annual statement of Gross Sales to be furnished as
hereinabove provided, there shall be an adjustment between Landlord and Tenant
with payment to or repayment by Landlord, as the case may be, to the end that
Landlord shall receive the entire amount of Percentage Rent payable under this
Lease for the preceding Lease Year and no more. Gross Sales of any Lease Year
and the Percentage Rent due thereon shall have no bearing on or, connection
with Gross Sales of any other Lease Year."

Rider #16--amending Section 3.5 B

     (A) With respect to items costing more than $200,000.00, Landlord shall
not include such costs in Common Area Operating Costs for the year in which
they are incurred, but in lieu thereof shall depreciate (or amortize) such
items over a period of not less than three (3) nor more than ten (10) years, as
reasonably determined by Landlord in accordance with generally accepted
accounting principles for the shopping center industry, consistently applied.
In such cases, only that portion of the depreciation (or amortization)
allocable to the year for which Common Area Operating Costs are being
determined and interest on the underpreciated (or unamortized) portion shall be
included in then current costs.

     (B) Page 3-6, line 36, after "Authorities" insert "which are the result of
Landlord's negligence or failure to act",".



                                       6
<PAGE>

Rider #17--amending Section 3.5C and Exhibit D

     Provided Tenant is not then in default, Tenant shall have the right, to be
exercised not more than once during any calendar or fiscal year adopted by
Landlord, to audit Common Area Operating Costs and/or Food Court Maintenance
Costs, subject to the following conditions:

     (i) Any Such audit shall be conducted during the normal business hours of
Landlord's office and only upon a minimum of thirty (30) days prior written
notice; and

     (ii) Tenant, its employees and auditors shall at all times keep the
results of any such audit in complete confidence and in connection therewith,
Tenant, its employees and auditors agree not to disclose the results of such
audit to any person whatsoever except in the event of litigation or
arbitration; and

     (iii) Tenant agrees to pay Landlord all Fixed Rent and Additional Rent
theretofore and thereafter coming due, including the Additional Rent which is
the subject of the audit, in the amount billed by Landlord and when due and
payable as provided under this Lease, subject, however, to the right of
reimbursement in the event Tenant's position in the audit is upheld.

Rider #18--amending Section 4.1 A

     Page 4-1, line 1, delete "license" and substitute "right".

Rider #19--amending Section 5.1

     If Landlord fails to make any required repair or replacement in or at or
exclusively affecting the Premises, then, after thirty (30) days' written
notice (in emergency, reasonable notice shall suffice), Tenant shall have the
right (but no obligation) to make the repair or replacement for Landlord, and
Landlord shall promptly



                                       7
<PAGE>

pay Tenant for the cost incurred. However, in the event Landlord disputes the
necessity of the repair, its obligations to make same, or the cost thereof,
Tenant's remedy shall be an action at law to recover all costs and attorney's
fees, and Tenant shall not be entitled to any offsets or deductions from Rent.

Rider #20--amending Section 6.1 A

     Page 6-1, line 6, after the word "business" insert "subject to reasonable
business judgment and practices".

Rider #21--amending Section 6.1 B

     (A) In no event shall Tenant be required to open for business prior to
11:00 a.m. on any day.

   (B) Page 6-1, line 19, delete "12:30 P.M." and insert "11:00 A.M.".

Rider #22--amending Section 6.1 F

     If Tenant opens for business on the Grand Opening Date, a construction
barrier shall not be required during Tenant's Work period. If Tenant does not
open for business on the Grand Opening Date and if a barrier has not previously
been installed for safety reasons or pursuant to Governmental Requirement,
Landlord shall install a construction barrier at Tenant's expense only if
Tenant fails to install a barrier within ten (10) day's after the notice from
Landlord pursuant to Rider #7 granting possession of the Premises to Tenant.

Rider #23--amending Section 6.1G

     Landlord hereby agrees to defend and save Tenant harmless and indemnified
from all injury, loss, claims or damage (including reasonable attorneys' fees
and disbursements) to any Person or property, arising from, related to, or in
any way connected with Landlord's use or occupancy of the Common Areas, unless
such injury, loss, claim or damage be attributable to the negligence of



                                       8
<PAGE>

Tenant or its agents, servants or employees.

Rider #24--amending Section 6.1 H

   (A) Page 6-3, line 20, delete "$3,000,000.00" and substitute
   "$2,000,000.00".

   (B) Page 6-3, line 29, after "this lease" insert "for a one year period".

Rider #25--amending Section 6.1 L

     Sections 6.1 L (2), (3), (4), (5) and (6) are hereby deleted in their
entirety. In lieu thereof, Tenant shall pay the Food Court Promotion Fund
Charge as set forth in Section III of Exhibit D.

Rider #26--deleting Section 6.1L (8)

     Section 6.1L (8) is hereby deleted in its entirety.

Rider #27--deleting Section 6.1 M .

     Section 6.1 M is hereby deemed deleted in its entirety.

Rider #28--amending Section 6.1 N

     Whenever Tenant advertises in the Boston metropolitan area, and such
advertisements include the addresses of any of Tenant's locations, said
advertisements shall also include the address of the Premises.

Rider #29--amending Section 6.1 R

     So long as the Tenant in possession is the Tenant named on the Recital
Page the provisions of this Section shall be deemed deleted; provided, however,
that Tenant shall submit its annual report to Landlord each year and, when
requested, shall submit a balance sheet solely with respect to the Premises.



                                       9
<PAGE>

Rider #30--amending Section 6.2 C

     Page 6-9, line 14, before the word "rules" insert "uniform and
nondiscriminatory".

Rider #31--amending Section 6.2 F (1)

     The following subsections (iv) and (v) shall be added to this Section 6.
2F (1):

     "(iv) a private placement of outstanding voting stock of Tenant or any
Person owning shares of stock in Tenant to, between, or among present
stockholders or (v) a transfer of up to fifty (50%) percent of the stock of the
corporation that comprises Tenant to any Person owning shares of the stock of
Tenant."

Rider #32--amending Section 6.2 F (2)

     Section 6.2 F (2) is hereby deleted and the following is substituted in
lieu thereof:

     "After completion of Tenant's Work and the opening of the Premises for
business, Landlord shall not unreasonably withhold its consent to an assignment
of this Lease or sublease of the entire Premises to a parent, Affiliate or
wholly owned subsidiary of Tenant or to any entity with which or into which
Tenant may consolidate or merge or to whom all of the assets and business of
the chain of Tenant is sold as a going concern, and who shall assume for
Landlord's benefit the performance of all of the terms, conditions and
covenants of this Lease; provided, however, that the merged or consolidated
entity or transferee of assets shall have a net worth at least equal to the net
worth of Tenant at the time of such consolidation, merger or transfer or at the
time of the Commencement Date of this Lease, whichever shall be greater; and
further provided that the assignee or sublessee shall use the Premises under
the Trade Name and only for the purpose stated in the "Permitted Use" clause."



                                       10
<PAGE>

Rider #33--amending Section 6.2 H

     Page 6-13, line 33, delete "five (5') feet" and substitute "three (3')
feet".

Rider #34--amending Section 7.1 B

     (A) Landlord shall not cancel this Lease under the circumstances specified
in subparagraphs (i) through (iii) unless Landlord cancels the leases of all
other tenants who are similarly affected and as to which Landlord has the right
to so cancel.

     (B) In the event the Premises, or the building of which the Premises are a
part, are damaged or destroyed and this Lease has not been terminated as herein
elsewhere provided, if Landlord does not substantially complete the
reconstruction of the Premises or said building in the manner set forth herein
within one (1) year after the date of such damage or destruction, Tenant, at
its option and as its sole and only remedy, may terminate this Lease upon
thirty (30) days notice to Landlord, provided Landlord does not substantially
complete such reconstruction within such thirty (30) day notice period.

Rider #35- amending Section 7.2 B

     Landlord shall have the right to terminate this Lease pursuant to Sections
7.2 A and C only if Landlord terminates those leases as to which Landlord has a
right to terminate, of all other tenants in the Building who are similarly
affected.

Rider #36--amending Section 8.1

     Page 8-1, line 8, delete "thirty (30)" and insert "sixty (60)".

Rider #37--amending Section 8.3 A

     (A) Nothing contained in the Lease shall be deemed to prohibit Tenant, its
successors or assigns, from encumbering the



                                       11
<PAGE>

trade fixtures and trade equipment with security agreements, but no security
interest shall be permitted as to any alterations, installations or
improvements which by the terms of this Lease become part of the Premises.

     (B) Landlord shall use reasonable efforts to relet the Premises, it being
understood that such efforts shall consist of the same efforts as Landlord
makes with respect to other vacant space in the Shopping Center and that
Landlord shall not be required to prefer the reletting of the Premises over any
other vacant or empty space in the Shopping Center or to accept a tenant for
any use or purpose other than a use or purpose acceptable to Landlord.

   (C) The last full sentence of this Section 8.3 A is hereby deleted.

Rider #38--amending Section 8.7

     This Section shall apply reciprocally to Tenant.

Rider #39--deleting Section 8.8

     Section 8.8 is hereby deemed deleted in its entirety.

Rider #40--amending Section 9.1

     Landlord agrees to use reasonable efforts to give copies of default
notices to Tenant's attorneys; however, the failure to give such a notice shall
not affect the validity of any notice otherwise properly given. Tenant's
attorneys are:

Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, MA 02111



                                       12
<PAGE>

Rider #41--amending Section 9.2

     This Section is hereby deleted and the following is substituted in lieu
thereof:

     "Each party warrants that it has had no dealings with any broker or agent
in connection with this Lease other than the Broker named in Article 1, and
each party covenants to pay, hold harmless and indemnify the other party from
and against any and all cost, expense or liability for any compensation,
commissions and charges claimed by any other broker or agent with respect to
this Lease or the negotiation thereof with whom such party had dealings. Tenant
covenants to pay, hold harmless and indemnify Landlord from and against all
cost, expense and liability for any compensation, commissions and charges
claimed by the Broker named in Article 1."

Rider #42--amending Section 9.7

     Page 9-2, line 30, after "times" insert "upon reasonable prior notice
except in an emergency,".

Rider #43--amending Section 9.8

     Page 9-3, line 35, after "Subsection" insert "such instrument(s) to be
provided by Landlord in a form reasonably satisfactory to Tenant,".

Rider #44--amending Section 9.10

     Page 9-5, line 11, after the parenthetical insert "in a foodcourt".

Rider #45--adding Delivery Restriction

     Pursuant to Governmental Requirement, all trucks operated by Tenant and/or
Tenant's agents, servants, contractors, suppliers, licensees and employees are
prohibited from approaching or leaving the Shopping Center by or using any of
the entrances to the Shopping Center from Common Street as shown on Exhibit A.
Tenant



                                       13
<PAGE>

is hereby required to instruct all Persons making deliveries to the Premises
and Tenant's agents, servants, contractors, suppliers, licensees and employees,
when approaching or leaving the Shopping Center by truck, to use the
entrances/exits from and onto Granite Street (Route 37).

Rider #46--amending Exhibit C

     In the event any or all of the utilities provided by Landlord, as
described in this Exhibit C, if any, are interrupted or impaired for more than
three (3) consecutive business days and as a result thereof Tenant is unable to
remain open for business at the Premises, then in such event Tenant's Fixed
Rent will be abated on a per diem basis beginning on the fourth (4th)
consecutive day that such utilities are interrupted or impaired. However, in
the event that Tenant remains open for business at the Premises despite such
interruption or impairment of utility service, then Tenant shall continue to
pay Fixed Rent as specified on page 1-1 and in Article 3 of this Lease.

Rider #47--amending Exhibit D

     With respect to items costing more than $200,000.00, Landlord shall not
include such costs in Food Court Maintenance Costs for the year in which they
are incurred, but in lieu thereof shall depreciate (or amortize) such items
over a period of not less than three (3) nor more than ten (10) years, as
reasonably determined by Landlord in accordance with generally accepted
accounting principles for the shopping center industry, consistently applied.
In such cases, only that portion of the depreciation (or amortization)
allocable to the year for which Food Court Maintenance Costs are being
determined and interest on the undepreciated (or unamortized) portion shall be
included in then current costs.



                                       14