Exhibit 10.92

                                City Mills Lease





<PAGE>




                                      LEASE

               TOYS INTERNATIONAL, INC., a California corporation
                       -----------------------------------
                                     Tenant


                               TOYS INTERNATIONAL
                      ------------------------------------
                                   Trade Name


                                       N/A
                      ------------------------------------
                                    Guarantor




                              City Mills at Orange








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<TABLE>
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                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE I.........................................................................................................4
         GRANT AND TERM...........................................................................................4
                  Section 1.1  Leased Premises....................................................................4
                  Section 1.2  Term...............................................................................5
                  Section 1.3  Opening............................................................................6
                  Section 1.4  Late Opening.......................................................................6

ARTICLE II........................................................................................................7
         RENT AND DEPOSIT.........................................................................................7
                  Section 2.1.  Minimum Rent......................................................................7
                  Section 2.2.  Percentage Rent...................................................................7
                  Section 2.3.  Payments By Tenant................................................................8
                  Section 2.4.  Security Deposit.   [Intentionally Deleted]                                                9
                  Section 2.5.  Late Charge.......................................................................9

ARTICLE III.......................................................................................................9
         PREPARATION OF LEASED PREMISES...........................................................................9
                  Section 3.1.  Landlord's Work...................................................................9
                  Section 3.2.  Delivery of Possession............................................................9
                  Section 3.3.  Tenant's Work....................................................................10
                  Section 3.4.  Alterations by Tenant............................................................11
                  Section 3.5.  Removal by Tenant................................................................12

ARTICLE IV.......................................................................................................12
         CONDUCT OF BUSINESS.....................................................................................12
                  Section 4.1.  Use and Trade Name...............................................................12
                  Section 4.2.  Operation of Business............................................................12
                  Section 4.3.  Sign.............................................................................13
                  Section 4.4.  Tenant's Warranties..............................................................13
                  Section 4.5.  Storage and Office Space.........................................................14
                  Section 4.6.  Care of Premises.................................................................14
                  Section 4.7.  Notice by Tenant.................................................................14
                  Section 4.8.  Radius...........................................................................14

ARTICLE V........................................................................................................15
         COMMON AREA.............................................................................................15
                  Section 5.1.  Use of Common Area...............................................................15
                  Section 5.2.  Common Area Maintenance Expenses.................................................15

ARTICLE VI.......................................................................................................17
         REPAIRS AND MAINTENANCE.................................................................................17
                  Section 6.1.  Repairs and Maintenance by Landlord..............................................17
                  Section 6.2.  Repairs and Maintenance by Tenant................................................17

ARTICLE VII......................................................................................................18
         TAXES    ...............................................................................................18
                  Section 7.1.  Tax Liability....................................................................18
                  Section 7.2.  Method of Payment................................................................19
                  Section 7.3.  Sales Tax Reports................................................................19

ARTICLE VIII.....................................................................................................19
         INSURANCE, INDEMNITY AND LIABILITY......................................................................19
                  Section 8.1.  Landlord's Insurance Obligations.................................................19
                  Section 8.2.  Tenant's Insurance Obligations...................................................20
                  Section 8.3.  Mutual Covenant..................................................................21
                  Section 8.4.  Covenant to Hold Harmless........................................................21
                  Section 8.5.  Loss and Damage..................................................................22

ARTICLE IX.......................................................................................................22
         DESTRUCTION OF LEASED PREMISES..........................................................................22
                  Section 9.1.  Continuance of Lease.............................................................22
                  Section 9.2.  Reconstruction...................................................................23


<PAGE>
ARTICLE X........................................................................................................23
         CONDEMNATION............................................................................................23
                  Section 10.1.  Eminent Domain..................................................................23
                  Section 10.2.  Rent Apportionment..............................................................24
                  Section 10.3.  Temporary Taking................................................................24

ARTICLE XI.......................................................................................................24
         ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE............................................................24
                  Section 11.1.  No Assignment, Subletting or Encumbering of  Lease                              24
                  Section 11.2.  Assignment or Sublet............................................................26
                  Section 11.3.  Transfer of Landlord's Interest.................................................26

ARTICLE XII......................................................................................................26
         SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE                                           26
                  Section 12.1.  Subordination...................................................................26
                  Section 12.2.  Attornment......................................................................27
                  Section 12.3.  Financing.......................................................................27
                  Section 12.4.  Estoppel Certificate............................................................27
                  Section 12.5.  Remedies........................................................................28

ARTICLE XIII.....................................................................................................28
         ADVERTISING AND PROMOTION...............................................................................28
                  Section 13.1.  Promotion Fund..................................................................28
                  Section 13.2.  Promotion Fund Contribution.....................................................28
                  Section 13.3.  Advertisements..................................................................28
                  Section 13.4.  Network.........................................................................28

ARTICLE XIV......................................................................................................29
         DEFAULT AND REMEDIES....................................................................................29
                  Section 14.1.  Elements of Default.............................................................29
                  Section 14.2.  Landlord's Remedies.............................................................30
                  Section 14.3.  Bankruptcy......................................................................31
                  Section 14.4.  Additional Remedies and Waivers.................................................31
                  Section 14.5.  Landlord's Cure of Default......................................................31

ARTICLE XV.......................................................................................................31
         RIGHT OF ACCESS.........................................................................................31

ARTICLE XVI......................................................................................................32
         DELAYS   ...............................................................................................32

ARTICLE XVII.....................................................................................................32
         END OF TERM.............................................................................................32
                  Section 17.1.  Return of Leased Premises.......................................................32
                  Section 17.2.  Holding Over....................................................................32

ARTICLE XVIII....................................................................................................33
         COVENANT OF QUIET ENJOYMENT.............................................................................33

ARTICLE XIX......................................................................................................33
         UTILITIES...............................................................................................33
                  Section 19.1.  Utilities.......................................................................33
                  Section 19.2.  Electricity, Telephone and Gas..................................................33
                  Section 19.3.  Trash and Garbage Removal.......................................................34
                  Section 19.4.  Water and Sewer.................................................................34
                  Section 19.5.  Grease Interceptors.............................................................34

ARTICLE XX.......................................................................................................34
         MISCELLANEOUS...........................................................................................34
                  Section 20.1.   Entire Agreement...............................................................34
                  Section 20.2.   Notices........................................................................34
                  Section 20.3.   Governing Law..................................................................35
                  Section 20.4.   Successors.....................................................................35
                  Section 20.5.   Liability of Landlord..........................................................35
                  Section 20.6.   Brokers........................................................................35
                  Section 20.7.   Transfer by Landlord...........................................................35

<PAGE>
                  Section 20.8.   No Partnership.................................................................35
                  Section 20.9.   Waiver of Counterclaims........................................................35
                  Section 20.10.  Waiver of Jury Trial...........................................................35
                  Section 20.11.  Severability...................................................................36
                  Section 20.12.  No Waiver......................................................................36
                  Section 20.13.  Consumer Price Index...........................................................36
                  Section 20.14.  Interest.......................................................................36
                  Section 20.15.  Excavation.....................................................................36
                  Section 20.16.  Rules and Regulations..........................................................36
                  Section 20.17.  Financial Statements...........................................................36
                  Section 20.18.  General Rules of Construction..................................................36
                  Section 20.19.  Recording......................................................................37
                  Section 20.20.  Effective Date.................................................................37
                  Section 20.21.  Headings.......................................................................37
                  Section 20.22.  Managing Agent.................................................................37
                  Section 20.23.  Non-Discrimination.............................................................37
                  Section 20.24.  Lease Contingency..............................................................37

EXHIBITS:
                  Exhibit A         Site Plan
                  Exhibit B         Measurement of Leased Premises
                  Exhibit C         Landlord's Work
                  Exhibit D         Tenant's Work
                  Exhibit E         Sign Criteria
                  Exhibit F         Commencement and Expiration Date Declaration
                  Exhibit G         Waiver of Sales Tax Confidentiality
                  Exhibit H         Subordination, Non-Disturbance and Attornment Agreement

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<PAGE>
                              A Retail Development

         THIS LEASE  dated as of this ____ day of  ________________,  19___ (the
"Lease")  by and  between  ORANGE  CITY MILLS  LIMITED  PARTNERSHIP,  a Delaware
limited  partnership,  the address of which is c/o The Mills  Corporation,  1300
Wilson Boulevard, Suite 400, Arlington,  Virginia 22209 (hereinafter referred to
as  "Landlord")  and TOYS  INTERNATIONAL,  INC., a California  corporation,  the
address  of  which  is  550  Rancheros  Drive,  San  Marcos,   California  92069
(hereinafter referred to as "Tenant").


                                  R E C I T A L

         Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord, the Leased Premises, for the Term commencing on the Commencement Date,
subject  to the terms,  covenants,  conditions  and  provisions  of this  Lease.
Landlord  shall have the right,  at any time prior to the Delivery of Possession
Date of the Leased Premises, by written notice to Tenant, to relocate the Leased
Premises in either direction (from side to side from the outside boundary of the
Leased Premises) by not more than forty (40) feet, and upon any such relocation,
the size and description of the Leased Premises shall be appropriately  modified
to reflect  any  resulting  proportional  adjustment  in the Rent based upon the
change in size of the Leased Premises. If the Commencement Date is not the first
day of a month, Minimum Rent for the month in which the Commencement Date occurs
shall  be  prorated  to the end of the  month  and  paid as the  second  monthly
installment  of Minimum  Rent on the first 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.  Neither  this Lease nor the  obligations  of Tenant  hereunder  shall be
affected by a  postponement  and Landlord  shall not be subject to any liability
for  failure  to  make  possession  of  the  Leased  Premises  available  on the
Commencement Date. 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  area of the  Leased  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.


                                   DATA SHEET

         The  following  references  furnish  data  to be  incorporated  in  the
specified  Sections of this Lease and shall be construed to  incorporate  all of
the terms of the entire Section as stated in this Lease:

(1)      Section 1.1:  Description of Leased Premises:

         Store number:  207,  consisting of  approximately  9,400 square feet of
floor area as shown on Exhibits A and B attached hereto and made a part hereof.

(2)      Section 1.2:  Term:

         Commencement Date:

         The  earlier  of  (i)  Grand  Opening,  (ii)  the  date  following  the
expiration of a  seventy-five  (75) day fixturing  period  ("Fixturing  Period")
following the Delivery of Possession  Date (as defined in Section 3.2), or (iii)
the date the Leased Premises is open for business to the public.

     Original Term: Ten (10) years,  plus that  additional  period  necessary to
extend  the  expiration  date to the  January  31st  immediately  following  the
expiration of ten (10) years..
<PAGE>
(3)      Section 2.1:  Minimum Rent:

         From the Commencement Date and continuing  through the third (3rd) year
of the Original Term, the sum of $225,600.00  annually ($24.00 psf),  payable in
equal consecutive monthly installments of $18,800.00 each;

         Beginning with the fourth (4th) year and  continuing  through the fifth
(5th) year of the Original Term, the sum of $235,000.00  annually  ($25.00 psf),
payable in equal consecutive monthly installments of $19,583.33 each;

         Beginning  with  the  sixth  (6th)  year  and  continuing  through  the
expiration of the Original Term, the sum of $291,400.00  annually  ($31.00 psf),
payable in equal consecutive monthly installments of $24,283.33 each.


(4)      Section 2.2:  Percentage Rent:

         Percentage Factor: 6%

         Sales Break Point for the Original Term:

     From the  Commencement  Date  through the third (3rd) year of the  Original
Term: $3,760,000.00.

     Beginning  with the fourth (4th) year and  continuing  through  fifth (5th)
year of the Original Term: $3,916,666.67.

     Beginning with the sixth (6th) year and  continuing  through the expiration
of the Original Term: $4,856,666.67.


(5)      Section 2.4:  Security Deposit:   N/A

(6)      Section 4.1:  Permitted Use:

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

     For the retail sale of toys and toy related merchandise.  In no event shall
Tenant's primary use be (i) stuffing or making stuffed bears or (ii) the sale of
plush animals.

         Trade Name:   Toys International


(7)      Section 13.2:  Fund Contribution:  $1.00 per square foot of floor area 
                         of the Leased Premises.

         Grand Opening Fee (Initial Contribution): $7,500.00

(8)      Guarantor:   N/A

(9)      Grand Opening Date:  November, 1998

(10)     Temporary Charges: Actual charges for temporary services described in  
         Exhibit D not to exceed $1.00 per square foot of floor area of the 
         Leased Premises.

(11)     Construction Chargebacks: N/A

(12)     Tenant Allowance:  $250,000.00



<PAGE>
                                    ARTICLE I

                                 GRANT AND TERM


     Section 1.1 Leased Premises. (a) Landlord, in consideration of the Rent (as
defined in Section 2.3) to be paid and the  covenants to be performed by Tenant,
does hereby lease and demise to Tenant,  and Tenant  hereby rents and hires from
Landlord for the Term herein set forth,  the Leased Premises which are described
as set  forth in the Data  Sheet  attached  hereto,  in the  retail  development
designated  as City Mills At Orange or by such other name as  Landlord  may from
time to time hereafter designate  (hereinafter "Retail  Development").  The term
"State" as used herein shall mean the State or Commonwealth  of California.  For
all purposes in this Lease,  a "Major  Tenant" is any occupant of 20,000  square
feet or more of floor area in the Retail  Development and a "Major Tenant Space"
is any space in the Retail Development containing 20,000 square feet or more. It
is agreed that,  wherever the term  "Shopping  Center" is used herein,  it shall
mean the  Retail  Development  excluding  the  Major  Tenant  Spaces,  except as
otherwise specifically stated herein. Exhibit A sets forth the general layout of
the Retail  Development.  Landlord does not warrant or represent that the Retail
Development or the Leased Premises will be constructed  exactly as shown thereon
or that it  will be  completed  by a  specific  date.  Notwithstanding  anything
contained in this Lease to the contrary,  Landlord shall have the right,  at any
time and from time to time,  without notice to or consent of Tenant, and without
in any  manner  diminishing  Tenant's  obligations  under  this  Lease,  to make
alterations  or additions  to, and build  additional  stories on the building in
which the Leased  Premises  are  located  and to build  adjoining  the same,  to
construct other buildings and improvements of any type in the Retail Development
or the common areas,  or any part thereof,  including the right to locate and/or
erect  thereon  permanent or  temporary  kiosks and  structures,  to enlarge the
Retail  Development,  and to make alterations  therein or additions thereto,  to
build  additional  stories  on any  building  or  buildings  within  the  Retail
Development,  and to build  adjoining  thereto,  to construct  decks or elevated
parking  facilities and free standing  buildings within the parking lot areas of
the Retail Development,  and to change the size, location,  elevation and nature
of any of the stores in the Retail  Development or the common areas, or any part
thereof. In the event Landlord elects to enlarge the Retail Development,  or any
part thereof,  any additional area may be included by Landlord in the definition
of the Retail  Development for purposes of this Lease.  Landlord shall also have
the general right from time to time to include within and/or to exclude from the
defined  Shopping  Center any existing or future areas and the floor area of the
Shopping Center shall be accordingly adjusted. The premises leased to Tenant are
herein referred to as the "Leased  Premises".  The  approximate  location of the
Leased  Premises is  cross-hatched  on the lease plan of the Retail  Development
attached  hereto  and made a part  hereof as Exhibit A. This Lease of the Leased
Premises is subject to all applicable building restrictions, planning and zoning
ordinances,  governmental rules and regulations, existing underlying leases, and
all  other  encumbrances,  covenants,  restrictions,  easements  and  agreements
affecting the Retail  Development and the terms and provisions of certain master
declaration,  reciprocal  easement  and  operating  agreements  now or hereafter
entered into by Landlord.

     Subject  to  the   provisions   of  Section  5.1,   Tenant  shall  enjoy  a
non-exclusive  easement,  right and  privilege  for  Tenant  and its  customers,
employees  and  invitees  and  the  customers,  employees  and  invitees  of any
assignee,  sublessee,  concessionaire  or licensee of Tenant,  to use the common
areas of the Shopping Center,  with Landlord and the other tenants and occupants
of floor  area  within  the  Shopping  Center  and their  respective  customers,
employees  and  invitees.  Furthermore,  Landlord  agrees  that  any  additions,
alterations  or  modifications  to the  Shopping  Center by  Landlord  shall not
adversely  affect access to, or visibility of the Leased Premises and, except as
otherwise  provided  for herein,  Tenant  shall  retain  substantially  the same
relative position with respect to Major Tenants of the Shopping Center as of the
Commencement Date.
<PAGE>
         (b) After the Delivery of Possession  Date (as defined in Section 3.2),
Landlord  reserves the right to relocate  Tenant.  Landlord shall provide Tenant
with not less than  thirty  (30) days  written  notice of such  relocation  (the
"Relocation   Period")   during  which  Landlord  shall  offer  to  Tenant  such
alternative  location(s)  (with  approximately  the same  floor  area) as may be
available.  In the event the  parties  agree on a specific  location,  then this
Lease shall be amended by substituting the new location for the present location
and  the  square   footage,   Minimum  Rent  and  Sales  Break  Point  shall  be
proportionately  adjusted  based  upon  the  change  in the  size of the  Leased
Premises. Landlord shall, at Landlord's cost and expense, complete the leasehold
improvements  to the new  location  in  accordance  with  the  working  drawings
originally  approved by Landlord  with respect to Tenant's  Work in the original
Leased  Premises  and Tenant  shall  relocate to the new  location  and,  within
fifteen  (15) days  after  delivery  of the new  location  to  Tenant,  open for
business in the new  location  ("Relocation  Date").  In the event  Landlord and
Tenant  are  unable  to agree  on an  alternative  location,  this  Lease  shall
terminate at the end of the said thirty (30) day period ("Termination Date"). In
the event of such termination,  Landlord shall pay to Tenant, within thirty (30)
days following the Termination Date, a sum equal to the then unamortized cost of
Tenant's  leasehold  improvements  which  have  been  paid for by  Tenant,  such
amortization  to be on a straight  line basis over the Original  Term,  provided
Tenant  shall  furnish to Landlord  such  backup  information  as  Landlord  may
reasonably  require.  Tenant shall deliver  possession of the Leased Premises to
Landlord on or before the Termination Date and/or the Relocation Date in "as is"
condition  excepting the  provisions of Sections 3.5 and 17.1.  Tenant shall pay
all charges which are due and owing or which shall accrue up to such Termination
Date or Relocation  Date (which charges shall be paid to Landlord  within thirty
(30) days of such  Termination  Date or  Relocation  Date) and  Tenant  shall be
released from any and all further  obligations  pursuant to this Lease  accruing
after such  Termination  Date or  Relocation  Date with  respect to the  vacated
Leased Premises, except as otherwise provided in Articles V and VII; however, in
the event of relocation, Tenant shall remain liable for all obligations accruing
under this Lease after the Relocation Date.

         (c)  The  square  footage  of the  Leased  Premises  (sometimes  herein
referred  to as the gross  leasable  floor  area or GLA)  shall be  measured  as
defined in Exhibit B. The actual square footage in the Leased  Premises shall be
determined by Landlord's  architect.  The certificate of Landlord's architect as
to actual  square  footage shall be binding upon both parties  hereto,  and such
determined  square  footage  shall be used in all  calculations  based on square
footage  throughout  this Lease. If the floor area determined in accordance with
the preceding  sentence  varies from the square foot floor area  originally  set
forth in the Data Sheet,  the Minimum Rent set forth in Section 2.1 hereof shall
be adjusted by  multiplying  the Minimum  Rent by a fraction,  the  numerator of
which is the square foot floor area  determined by Landlord's  architect and the
denominator  of which is the square foot floor area  originally set forth in the
Data Sheet, and Tenant shall be obligated to pay such Minimum Rent, as adjusted,
from the Commencement Date,  subject to further  adjustments as provided in this
Lease. Each monthly installment  provided for in Section 2.1 shall be recomputed
and shall be that dollar amount which results from dividing the adjusted Minimum
Rent by twelve (12).  Any and all  references  in this Lease to Minimum Rent (or
the  monthly  installments  thereof)  shall be  deemed to be  references  to the
Minimum Rent as computed by application of this Section 1.1,  subject,  however,
to the  adjustments  set forth  elsewhere  in this Lease.  For  purposes of this
Lease,  in  determining  the gross  leasable  floor area or the gross leased and
occupied floor area of the Shopping  Center,  there shall be excluded  therefrom
project areas and offices,  common areas and/or areas under  Landlord's  control
(e.g., electrical/utility rooms, etc.). The exterior walls, roof, storefront and
the area  beneath the Leased  Premises  are not demised  hereunder,  and the use
thereof,  together with the right to install,  maintain, use, repair and replace
pipes, ducts, conduits,  wires, tunnels,  sewers and structural elements leading
through the Leased  Premises in locations  which will not  materially  interfere
with Tenant's use thereof and serving other parts of the Retail  Development are
hereby  reserved to  Landlord.  Landlord  reserves an  easement  above  Tenant's
finished  ceiling or light line to the roof for general  access  purposes and in
connection with the exercise of Landlord's other rights under this Lease.
<PAGE>
         Section  1.2  Term.  The  Term  of this  Lease  shall  be for a  period
commencing on the  Commencement  Date,  and expiring at 11:59 p.m. local time on
the final day of the month in which the Original Term or the Option  Period,  if
exercised,  expires  or other  specified  date as set  forth in the Data  Sheet,
unless  sooner   terminated  in  accordance  with  the  provisions  hereof  (the
"Expiration  Date").  Unless  otherwise  specified in this Lease, the use of the
word "Term"  shall be deemed to include  both the  Original  Term and the Option
Period,  if  exercised.  The term  "full  year" and "year" as used in this Lease
shall  mean  consecutive  periods  of twelve  (12)  months  each  following  the
Commencement  Date. For all purposes of this Lease,  the term "Lease Year" shall
have the  following  meaning:  the first Lease Year shall be a period  beginning
with the Commencement Date and ending on the 31st day of December next following
the Commencement Date, and after the first Lease Year, the term Lease Year shall
mean a fiscal period of twelve (12)  consecutive  calendar months  commencing on
January 1 of each calendar year, except that the last Lease Year shall terminate
on the  Expiration  Date or  sooner  termination  of  this  Lease.  Lease  Years
containing  365 days or more shall be referred to as "full Lease  Years." If the
Leased  Premises  are not  delivered  to Tenant on or before the  expiration  of
thirty-six (36) months after the date of Landlord's execution of this Lease then
either  party may  cancel  and  terminate  this Lease upon sixty (60) days prior
written notice to the other, in which event neither party shall have any further
obligation or liability to the other;  provided,  however,  that if Landlord has
commenced  construction  of  the  Shopping  Center,  then  Tenant  shall  not be
permitted to terminate in the foregoing manner.  Following the Commencement Date
of this Lease,  Landlord may submit to Tenant a Commencement and Expiration Date
Declaration in the form attached hereto as Exhibit F, specifying the information
called for in said form, and Tenant shall execute such Declaration within thirty
(30) days  following  submission  for purposes of certifying  such  information;
provided,  however,  that the Declaration  shall not be rendered  ineffective by
Tenant's failure to execute same.

         Notwithstanding  the  foregoing,  in the event  Tenant does not achieve
Gross  Sales  (as  hereinafter  defined)  of at least  Two  Hundred  Thirty  and
00/100ths  Dollars  ($230.00)  per square foot during the third (3rd) full Lease
Year of the Term hereof,  then  Landlord and Tenant,  for a period of sixty (60)
days  following the end of the third (3rd) full Lease Year,  each shall have the
option,  upon one hundred  eighty (180) days prior  written  notice to the other
party, of terminating this Lease ("Termination Option") provided,  however, that
Tenant shall not be entitled to terminate  this Lease if Tenant shall have been,
or is, in default of this Lease. In the event Tenant fails to submit a certified
report of annual Gross Sales within the time period required pursuant to Section
2.2 of this Lease,  then Landlord  shall use such  information as Landlord shall
have available to permit  Landlord to make a  determination  as to the amount of
Gross Sales achieved by Tenant during the period covered by Landlord's option to
terminate and such  information  shall be the basis for Landlord  exercising its
Termination  Option and Tenant shall not be  permitted  to reinstate  this Lease
after termination for any reason or cause whatsoever, including, but not limited
to, the  submittal by Tenant of a subsequent  sales report  either  certified or
uncertified.  In the event that neither party exercises its  Termination  Option
within the required time period,  then each such Termination  Option shall, upon
expiration of the applicable  period,  become null and void and be of no further
force or effect.  In the event either party exercises the foregoing  Termination
Option  within the  required  time  period,  this  Lease  shall  terminate  upon
expiration of the one hundred eighty (180) day period subject,  however,  to the
payment by Tenant to Landlord  of all sums then due and owing or having  accrued
to Landlord.  In the event that Tenant exercises the Termination Option provided
for  herein,  Tenant  shall  pay to  Landlord  the  unamortized  portion  of the
Construction Allowance (as hereinafter defined).

         Section  1.3  Opening.  Tenant  covenants  and agrees to  complete  its
construction  within the Leased  Premises in accordance  with the  provisions of
this Lease,  to satisfy  the  requirements  for  issuance  of a  certificate  of
acceptance  pursuant to Exhibit D attached hereto and made a part hereof, and to
open its store for business to the public not later than the Commencement  Date.
Notwithstanding  the  foregoing,   Landlord  hereby  notifies  Tenant  that  the
anticipated  date of the  grand  opening  of the  Shopping  Center  (the  "Grand
Opening") is the date set forth on the Data Sheet, and Tenant shall be obligated

<PAGE>
to open its store for  business to the public on such date or such other date as
Landlord  may  establish  from time to time for the Grand  Opening  upon written
notice to Tenant.  Tenant  shall not be  permitted  to open for  business to the
public prior to the Grand Opening  without the prior written consent of Landlord
which consent shall be at Landlord's sole discretion.

         Section 1.4 Late  Opening.  Except for delays,  as described in Article
XVI and provided that Tenant has been given the seventy-five  (75) day Fixturing
Period,  in the event  Tenant  shall fail to open its store for  business to the
public upon the Commencement Date, then in order to compensate  Landlord for its
loss,  Tenant  shall pay to Landlord as  additional  rent (as defined in Section
2.3) over and above the Minimum Rent and all other  charges to be paid by Tenant
to Landlord  pursuant to this Lease, a sum in an amount equal to One Hundred and
00/100ths Dollars ($100.00) per day for the Commencement Date and each day after
the  Commencement  Date  that  Tenant  shall  have  failed to open its store for
business.  This  remedy  shall  be in  addition  to any and all  other  remedies
provided for in this Lease in the event of such failure to open. Such additional
late  opening  rent  shall be deemed to be in lieu of any  Percentage  Rent that
might have been earned during the period of Tenant's failure to open.

     Section 2.1.  Minimum  Rent.  During the entire Term of this Lease,  Tenant
shall pay annual minimum rental  ("Minimum  Rent") for the Leased  Premises from
the  Commencement  Date of this  Lease in the amount set forth in the Data Sheet
attached  hereto,  which sum  shall be  payable  by Tenant in equal  consecutive
monthly  installments in the sum set forth in the Data Sheet attached hereto, on
or before the first day of each month, in advance.  The Minimum Rent and each of
the monthly  installments  called for  hereunder  shall be payable to  Landlord,
without demand,  deduction,  set-off or counter-claim.  The first installment of
Minimum Rent shall be paid by Tenant within ten (10) days of Tenant's receipt of
Landlord's  notice of the Delivery of Possession Date. If the Commencement  Date
occurs on other than the first day of a month, the second installment of Minimum
Rent shall be prorated at a daily rate on the basis of a thirty (30) day month.

         Section  2.2.  Percentage  Rent.  (a) During  and for each Lease  Year,
Tenant  shall  pay  annual  percentage  rent  ("Percentage  Rent")  equal to the
Percentage  Factor (see Data Sheet)  multiplied by all "Gross  Sales"  resulting
from  business  conducted in, on or from the Leased  Premises  during such Lease
Year in excess of the applicable  Sales Break Point set forth in the Data Sheet.
In any Lease Year where there is more than one applicable Sales Break Point, for
purposes of computing annual Percentage Rent the following  calculation shall be
used:  each Sales  Break Point  which was  effective  during any such Lease Year
shall be multiplied by a fraction,  the numerator of which is the number of days
in the Lease Year that such Sales Break Point was effective and the  denominator
of which is the actual  number of days in such Lease Year (herein the  "Adjusted
Break Point") and the sum of the Adjusted  Break Points shall be the Sales Break
Point for such Lease Year.  "Gross Sales" is defined to mean the total amount of
the  actual  sales  price,  whether  for  cash or  otherwise,  of all  sales  of
merchandise  or services  arising out of or payable on account of (and all other
receipts or amounts  receivable  whatsoever  with  respect to) all the  business
conducted in, on, or from the Leased  Premises by or on account of Tenant or any
sublessee, assignee or concessionaire of Tenant for cash or otherwise, including
all orders for merchandise  taken from or filled at or from the Leased Premises,
including  all deposits not refunded to  customers.  A "sale" shall be deemed to
have been  consummated for purposes of this Lease,  and the entire amount of the
sale price shall be included in Gross Sales, at such time as (i) the transaction
is  initially  reflected  in the books or records of Tenant,  or any  sublessee,
assignee  or  concessionaire  of Tenant,  or (ii)  Tenant or such  other  entity
receives all or any portion of the sales price, or (iii) the applicable goods or
services are delivered to the customer,  whichever first occurs, irrespective of
whether  payment  is made in  installments,  the sale is for cash or  credit  or
otherwise,  or all or any portion of the sales price has  actually  been paid at
the time of inclusion  in Gross Sales or at any other time.  Tenant shall record
at the time of each sale or  transaction,  in the presence of the customer,  all
receipts  from  such sale or other  transaction,  whether  for  cash,  credit or
otherwise, in a cash register or cash registers having a cumulative total, which
shall be sealed in a manner  approved by Landlord  and which shall  possess such
other  features as shall be required by  Landlord.  There shall be no  deduction
allowed for direct or indirect discounts, rebates, or other reductions on sales,

<PAGE>
unless  generally  offered to the public on a uniform  basis.  Tenant may deduct
from Gross Sales  discount  sales to  employees,  bad debts when written off the
books of Tenant and charges  paid to credit card  companies  provided,  however,
that in the aggregate such  deductions do not exceed three percent (3%) of Gross
Sales in any Lease Year.  Tenant may also  exclude from Gross Sales any transfer
of goods between Tenant's other stores and returns to shippers or manufacturers.
The term "Gross  Sales" shall  exclude,  however,  proceeds  from any sales tax,
gross  receipts tax or similar tax, by whatever name called which are separately
stated and in addition to the purchase price, bona fide transfers of merchandise
from the Leased  Premises to any other stores or warehouses  of Tenant,  refunds
given to customers for merchandise purchased at the Leased Premises and returned
or exchanged,  and sales of Tenant's  fixtures and equipment not in the ordinary
course of Tenant's business.  The term "merchandise" as used in this Lease shall
include food and beverages if Tenant is permitted to sell such items pursuant to
Section 4.1 hereof.

         (b) Tenant shall keep at the Leased  Premises or at Tenant's  executive
offices  within the  continental  United States a full and accurate set of books
and records adequately showing the amount of Gross Sales in each Lease Year. The
books and records to be kept by Tenant shall include,  without  limitation,  (i)
cash register  tapes,  including tapes from temporary  registers;  (ii) serially
pre-numbered  sales slips;  (iii) detailed original records of any exclusions or
deductions from Gross Sales; (iv) sales tax records; and (v) such other records,
if any, which would normally be examined by an independent  accountant  pursuant
to accepted  auditing  standards in performing an audit of Tenant's sales.  Such
books and records shall be kept in accordance with generally accepted accounting
principles  and  practices  and shall be  retained by Tenant for a period of not
less than two (2) years  following  the end of the Lease Year to which they have
reference.  When and as  Landlord  may  reasonably  require,  Tenant  shall also
furnish to Landlord any and all statements, information, and copies of sales and
income tax reports and returns  which  separately  show  financial  data for the
Leased  Premises,  and inventory  records and other data evidencing Gross Sales.
Within ten (10) days following the end of each calendar month of the Term hereof
Tenant shall  submit to Landlord an unaudited  statement of Gross Sales for such
calendar month.  All Gross Sales statements to be supplied by Tenant to Landlord
shall be in such form and with such detail as Landlord  shall deem  necessary or
desirable. Within ten (10) days following the end of the month in which Tenant's
Gross Sales for the Lease Year to date exceed the Sales  Break  Point,  and each
month thereafter,  Tenant shall pay to Landlord Percentage Rent and shall submit
to Landlord a statement  certified by Tenant  setting  forth the Gross Sales for
each such  period.  Within  forty-five  (45) days  after the close of each Lease
Year,  Tenant shall  furnish to Landlord a statement  certified by an authorized
representative  or financial officer of Tenant setting forth the amount of Gross
Sales during such Lease Year and showing the amount of Percentage  Rent required
to be paid by Tenant for such Lease Year. The full amount of the Percentage Rent
due shall be paid to  Landlord  no later  than  sixty (60) days after the end of
each Lease Year and any excess  Percentage  Rent paid shall be credited  against
Tenant's next due  Percentage  Rent payment,  except for the final Lease Year of
the Term for which any  excess  shall be  refunded  to Tenant.  Landlord  and/or
Landlord's  auditor  shall have the right,  at any time after ten (10)  business
days notice,  to inspect  and/or  audit the records of Tenant  relating to Gross
Sales.  If the Gross Sales exceed those reported,  Tenant shall  immediately pay
any  deficiency in Percentage  Rent owing to Landlord.  If Gross Sales vary from
those reported by three percent (3%) or more,  Tenant shall pay Landlord's  cost
of  inspection  and audit.  If Gross Sales vary from those  reported by (i) five
percent  (5%) or more in any one (1) Lease Year,  or (ii) three  percent (3%) or
more for any two (2) Lease Years out of any five (5) Lease Years,  then Landlord
shall have the right, at its sole option,  to terminate this Lease,  with Tenant
remaining  liable for sums due and owing under this Lease for the balance of the
Term. Tenant agrees that in the event Tenant shall fail to timely submit a Gross
Sales statement as required by this Section 2.2(b), Tenant shall pay on demand a
late fee of  Fifty  and  00/100ths  Dollars  ($50.00)  per  late  statement,  as
additional rent.
<PAGE>
         (c) In the event that Tenant  shall fail to operate its business in the
Leased Premises in the manner and on each day as required pursuant to Article IV
hereof,  then, for the purpose of computing the  Percentage  Rent for such Lease
Year  affected  by Tenant's  failure to operate,  the Sales Break Point for such
Lease Year shall be adjusted  by  multiplying  the Sales  Break Point  otherwise
applicable  for such Lease Year by a fraction,  the  numerator of which shall be
the actual  number of days in such short Lease Year or the actual number of days
in such Lease Year during which  Tenant was open for  business and  operating in
accordance with Article IV, and the denominator of which shall be "360".

         In the event  that the first  Lease Year is less than six (6) months in
length, then the Percentage Rent covering such Lease Year shall be paid on Gross
Sales in excess of the Sales Break  Point  computed on a pro rated basis for the
period  beginning on the  Commencement  Date of the Term and ending  twelve (12)
calendar months thereafter.

         Section  2.3.  Payments By Tenant.  Throughout  the Term of this Lease,
Tenant  shall  pay  to  Landlord,  without  demands,  deductions,   set-offs  or
counterclaims, the Rent, which is hereby defined as the sum of the Minimum Rent,
Percentage  Rent and all additional  rent, when and as the same shall be due and
payable hereunder.  Unless otherwise stated, all sums of money or charges of any
kind or nature,  in addition to Minimum  Rent and  Percentage  Rent,  payable by
Tenant to Landlord  pursuant to this Lease or the Exhibits  attached  hereto are
defined as "additional rent" and are due thirty (30) days after the rendering of
an invoice  therefor,  without any deductions,  set-offs or  counterclaims,  and
failure to pay such sums of money or charges  shall carry the same  consequences
as Tenant's failure to pay Rent. All payments and charges required to be made by
Tenant to Landlord  hereunder  shall be payable in United States  funds,  at the
address indicated on page 1 of this Lease, unless otherwise specified by written
notice from Landlord to Tenant. No payment by Tenant or receipt by Landlord of a
lesser  amount than the correct  Rent shall be deemed to be other than a payment
on account and no endorsement  or statement on any check or other  communication
accompanying  a check for  payment of any  amounts  payable  hereunder  shall be
deemed an accord and satisfaction, and Landlord may accept such check in payment
without prejudice to Landlord's right to recover the balance of any sums owed by
Tenant hereunder or to pursue any other remedy available in this Lease, or under
law, against Tenant.

         Section 2.4.  Security Deposit.   [Intentionally Deleted]

   
         Section  2.5.  Late  Charge.  In the  event  any Rent or sums  required
hereunder to be paid are not received on or before the tenth (10th) calendar day
after the same are due,  then,  for each and every late  payment,  Tenant  shall
immediately  pay, as additional  rent, a late charge equal to the greater of (a)
Fifty and 00/100ths Dollars ($50.00), (b) Ten and 00/100ths Dollars ($10.00) per
day for each day after the date due that such  payment has not been  received by
Landlord or (c) four percent (4%) per month of the total  receivable  balance of
Tenant  outstanding.  In the event of Tenant's failure to pay the foregoing late
charge,  Landlord may deduct said charge from the Security  Deposit set forth in
Section  2.4  hereof.  The  provisions  herein  for late  charges  shall  not be
construed  to extend  the date for  payment of any sums  required  to be paid by
Tenant  hereunder or to relieve Tenant of its obligation to pay all such sums at
the time or times herein stipulated. Notwithstanding the imposition of such late
charges  pursuant to this  Section 2.5,  Tenant  shall be in default  under this
Lease if any or all  payments  required  to be made by Tenant are not made on or
before the time due and as  stipulated  in Article  XIV,  and neither the demand
for, nor  collection  by,  Landlord of such late charges shall be construed as a
cure of such  default  on the part of  Tenant.  It is agreed  that the said late
charge is a fair and reasonable  charge under the circumstances and shall not be
construed  as  interest  on a debt  payment.  In the  event any  charge  imposed
hereunder  or under any other  section of this  Lease is either  stated to be or
construed as interest,  then no such  interest  charge shall be  calculated at a
rate which is higher than the maximum rate which is allowed under the usury laws
of the State,  which maximum rate of interest shall be substituted  for the rate
in excess thereof, if any, computed pursuant to this Lease.
    
<PAGE>
         Section 3.1.  Landlord's  Work.  Landlord shall  construct the building
wherein the Leased  Premises are to be located and perform the work described in
Exhibit  C  attached  hereto  and  made a part  hereof  ("Landlord's  Work")  at
Landlord's  cost and  expense,  except as  otherwise  provided in Exhibit C. All
work,  in  addition  to the work  described  in Exhibit C, done by  Landlord  at
Tenant's  request  shall be paid for by Tenant within thirty (30) days after the
presentation  to Tenant of a bill for such work.  Acceptance  of  possession  by
Tenant  shall be  conclusive  evidence  that  Landlord's  Work  has  been  fully
performed in the manner  required.  Any items of  Landlord's  Work which are not
completed as of delivery of possession  shall be identified by Tenant on a punch
list to be  submitted  to  Landlord  within  thirty  (30) days after the date of
possession  and  Landlord  shall  thereafter  complete  the  same.  Any items of
Landlord's  Work which are not timely  identified  on such a punch list shall be
deemed completed.

         Section  3.2.  Delivery of  Possession.  (a)  Landlord,  or  Landlord's
supervising  architect,  shall give Tenant at least ten (10) days' prior written
notice of the date on which Landlord's Work will be  substantially  completed in
accordance  with Exhibit C and the Leased  Premises  will be  available  for the
performance  of  Tenant's  Work (as  defined in Section  3.3) to the extent that
Tenant  shall  be able  to  perform  its  work in the  Leased  Premises  without
substantial   interference   resulting  from  the  conduct  of  Landlord's  Work
("Delivery  of  Possession  Date")  provided,  however,  that in the  event  the
Shopping  Center  shall  have  initially   opened  for  business  prior  to  the
Commencement  Date of this Lease,  then the foregoing notice  requirement  shall
automatically  be deemed to be  reduced  to a five (5) day  notice  requirement.
Tenant  covenants and agrees to take physical  possession of the Leased Premises
on  the  Delivery  of  Possession   Date  provided  that   Landlord's   Work  is
"substantially  complete." The Delivery of Possession Date shall be subsequently
confirmed by Landlord, or Landlord's supervising architect, by written notice to
Tenant.  Failure of Landlord to deliver possession of the Leased Premises within
the time and in the  condition  provided for in this Lease will not give rise to
any claim for damages by Tenant against  Landlord or permit Tenant to rescind or
terminate this Lease.

         (b) Tenant may, provided Tenant shall not interfere with the conduct of
Landlord's  Work, and subject to Landlord's  reasonable  rules and  regulations,
enter the Leased  Premises  during  normal  working  hours  during the course of
Landlord's  Work for the purpose of  inspecting  the Leased  Premises and making
measurements.  At such  time  prior to the  Delivery  of  Possession  Date  that
Landlord's Work has progressed sufficiently to permit Tenant to perform its work
without  interfering  with  Landlord's  Work,  Landlord  may,  but  shall not be
required  to,  notify  Tenant of the same,  and Tenant may then enter the Leased
Premises in order to begin to install its store  fixtures and perform such other
work as may be required under the provisions of this Lease in order to ready the
store for opening. Throughout the period of Tenant's Work, Tenant shall schedule
its work so as not to interfere with any work being  performed by Landlord or by
any other tenant in the Shopping Center.

         Section  3.3.   Tenant's  Work.   (a)  Tenant  agrees,   prior  to  the
commencement  of the Term of this Lease,  at Tenant's sole cost and expense,  to
diligently  perform  all work of whatever  nature in  accordance  with  Tenant's
obligations set forth in Exhibit D ("Tenant's  Work") and all other related work
necessary  to prepare  for the  opening to the public of  Tenant's  store in the
Leased Premises in accordance  with the provisions of this Lease.  Tenant agrees
to furnish to  Landlord  the Store  Design  Drawings  and Working  Drawings  and
Specifications  with respect to the Leased  Premises  prepared in the manner and
within the time periods  required in Exhibit D. If such Store Design Drawings or
Working  Drawings  and  Specifications  are not  furnished by Tenant to Landlord
within the required time period(s) in form to permit approval by Landlord,  then
the  Fixturing  Period (as  described in the Data Sheet) shall be reduced by one
(1) day for each day of delay by Tenant in submitting said Store Design Drawings
or Working  Drawings and  Specifications.  Landlord  shall  exercise  reasonable
efforts to  respond  to such Store  Design  Drawings  or  Working  Drawings  and
Specifications  submitted  by Tenant  pursuant  to this Lease  within  seven (7)
business  days  following  Landlord's  receipt  from  Tenant.  In the  event  of
Landlord's  failure to respond  within such seven (7) business  day period,  the
Fixturing Period as described in the Data Sheet shall be extended by one (1) day
for each day of additional delay by Landlord.
<PAGE>
         Provided  Tenant is not in default  hereof,  Landlord  hereby agrees to
contribute  towards the cost of Tenant's  Work a  Construction  Allowance of Two
Hundred  Fifty  Thousand and  00/100ths  Dollars  ($250,000.00).  The  aforesaid
Construction  Allowance  shall be paid thirty  (30) days after the  Commencement
Date as specified in Section 1.2 hereof,  provided  Tenant shall have received a
Certificate of Acceptance  pursuant to Exhibit D hereof and the applicable  lien
waivers from all contractors and subcontractors. In the event that this Lease is
terminated  prior to the expiration of the Term hereof,  Tenant shall repay said
Construction Allowance to Landlord in cash upon termination;  provided, however,
that Tenant's liability for said Construction  Allowance shall be reduced at the
rate of Thirty-seven  Thousand Five Hundred and 00/100ths  Dollars  ($37,500.00)
each anniversary of the Commencement Date occurring during the Term hereof.

No material  deviations from the final Store Design Drawings or Working Drawings
and  Specifications,  once  approved  by  Landlord,  shall be  permitted  unless
necessary  to  comply  with  applicable  governmental  requirements.  Landlord's
approval  of  Tenant's   Store   Design   Drawings   and  Working   Drawing  and
Specifications shall not constitute the assumption of such items.  Tenant's Work
shall include the installation of fixtures and equipment and the stocking of the
Leased  Premises  with  suitable  merchandise.  Tenant  covenants  that all such
fixtures  and  equipment  visible  to  customers  shall  be  new  and  otherwise
acceptable  to  Landlord  in  appearance.  In  addition  to  conforming  to  the
requirements  specified in Exhibit D, all work  performed by Tenant shall comply
with such rules and  regulations as Landlord and its  representatives  may make,
provided that such rules and regulations are uniformly  applied to all similarly
situated Shopping Center tenants under  construction.  Unless Landlord otherwise
directs in writing, Tenant shall not open the Leased Premises for business until
all construction has been completed  pursuant to the provisions of Exhibit D. It
is further understood and agreed that: (i) Landlord shall have no responsibility
or liability whatsoever for any loss of, or damage to, any fixtures,  equipment,
merchandise,  or other  property  belonging to Tenant,  installed or left in the
Leased  Premises  except  to  the  extent   resulting  from  the  negligence  or
intentional acts of Landlord,  its agents or employees;  and (ii) Tenant's entry
upon and occupancy of the Leased Premises prior to the  Commencement  Date shall
be governed by and subject to all the  provisions,  covenants and  conditions of
this Lease.  Tenant  shall  obtain at its sole cost and  immediately  thereafter
furnish to Landlord all certificates and approvals with respect to work done and
installations  made  by  Tenant  that  may be  required  for the  issuance  of a
certificate of occupancy for the Leased  Premises,  so that such  certificate of
occupancy shall be issued and the Leased Premises shall be ready for the opening
of  Tenant's  business  on the  Commencement  Date.  Upon  the  issuance  of the
certificate  of  occupancy,  a copy thereof  shall be  immediately  delivered to
Landlord.  Promptly upon the completion of its work,  Tenant,  at Tenant's cost,
shall repair,  clean and restore all portions of the Shopping Center affected by
Tenant's Work to their prior condition.

         (b) The  interest  of Landlord  in the Leased  Premises  and the Retail
Development  shall not be subject to liens for improvements made by or on behalf
of Tenant.  Nothing  contained  in this Lease shall be construed as a consent on
the part of Landlord to subject  Landlord's estate in the Leased Premises or the
Retail  Development to any lien or liability under  applicable law. In the event
that any  mechanic's,  materialman's  or other  lien or any  notices  of  claim,
including without limitation,  stop notices (herein "lien") is filed against the
Leased Premises or Retail  Development as a result of any work, labor,  services
or  materials  performed  or  furnished,  or alleged to have been  performed  or
furnished  to or for Tenant or to or for  anyone  holding  the  Leased  Premises
through or under  Tenant,  Tenant,  at its  expense,  shall cause the lien to be
discharged or fully bonded to the  satisfaction  of Landlord  within thirty (30)
days after  notice of the filing  thereof.  If Tenant fails to discharge or bond
against said mechanic's,  materialman's or other lien, Landlord may, in addition
to any other remedies  Landlord may have, but without  obligation to do so, bond
against or pay the lien  without  inquiring  into the validity or merits of such
lien and all sums so advanced,  including  reasonable  attorney fees incurred by
Landlord in defending against such lien,  procuring the bond or in the discharge
of such lien,  shall be paid by Tenant on demand as additional rent. It shall be
Tenant's continuing  obligation to keep and maintain the Leased Premises and all
other parts of the Retail Development free from any and all liens arising out of
any work performed, materials furnished or obligations incurred by or for Tenant
in connection with the Leased  Premises.  In addition,  Tenant shall replace any
bonds  posted by Landlord  pursuant  hereto with a suitable  bond of  equivalent
amount within twenty (20) days after Landlord's demand therefor.
<PAGE>
         Tenant,  subject to Landlord's consent not to be unreasonably withheld,
conditioned or delayed,  may grant a security  interest,  encumber or pledge its
equipment, personal property, inventory and movable trade fixtures located on or
about the Leased  Premises,  with respect to financing which benefits this store
location.  In  no  event,  however,  shall  Tenant  be  permitted  to  mortgage,
hypothecate, encumber or pledge the leasehold interest in the Leased Premises.

         (c) Upon the  expiration  of each  five (5) year  period of the Term of
this Lease, Tenant shall, within thirty (30) days after direction from Landlord,
submit drawings and specifications showing the work to be performed by Tenant to
completely refurbish the interior portions of Leased Premises.  Tenant shall not
be  required,  pursuant  to this  Section  3.3(c),  to  reconstruct  the  Leased
Premises.  The work required of Tenant hereunder shall specifically include work
with respect to the following  items:  wall covering,  floor covering,  ceiling,
storefront sign and surfaces  visible to customers.  Tenant will cause such work
to be performed not later than ninety (90) days following the date of Landlord's
direction in accordance  with drawings and  specifications  approved by Landlord
specifying the  refurbishing  work to be done by Tenant.  All such work shall be
carried out in  accordance  with the  provisions  of this Lease,  including  the
provisions of this Section 3.3 governing construction of the Leased Premises.

         Section 3.4.  Alterations by Tenant.  Tenant shall not make or cause to
be made any alterations,  repairs, additions or improvements in or to the Leased
Premises (for example,  but without  limiting the  generality of the  foregoing,
Tenant shall not install or cause to be installed any exterior signs or interior
signs visible from the exterior except as permitted by Section 4.3 hereof, floor
covering,  interior or exterior lighting, plumbing fixtures, shades, canopies or
awnings  or make  any  changes  to the  storefront,  mechanical,  electrical  or
sprinkler systems) without the prior written consent thereto by Landlord. Tenant
shall  submit to  Landlord  plans and  specifications  for such work at the time
consent is sought, in accordance with the criteria and procedures as provided in
Exhibit D. In the event Landlord grants such consent, such alterations, repairs,
additions or improvements  shall be performed in good and workmanlike manner and
in  accordance  with all  applicable  legal and insurance  requirements  and all
drawings or  specifications  approved by Landlord,  and in  accordance  with the
provisions  of this Lease,  including  the  provisions  of Section 3.3 governing
construction  of the Leased  Premises.  Any work  performed  by Tenant  shall be
subject to  Landlord's  inspection  and approval  after  completion to determine
whether the same  complies  with the  requirements  of this Lease.  Prior to the
commencement  of any such work by Tenant,  Tenant  shall  obtain  the  insurance
required in Section 8.2. Tenant agrees that Landlord shall have the right, at no
expense to  Landlord,  to require  Tenant to furnish  Landlord  with payment and
performance  bonds  guaranteeing  the  completion  of any repairs,  alterations,
additions or improvements  (structural or otherwise) required or permitted to be
performed by Tenant under any provision of this Lease.

         Tenant  may from time to time make  non-structural  alterations  to the
Leased Premises without  Landlord's prior written approval,  the aggregate total
cost of which shall not exceed Ten Thousand and 00/100ths  Dollars  ($10,000.00)
in any Lease Year;  provided,  however,  that Tenant  shall not be  permitted to
alter the sign or the storefront  without the prior written consent of Landlord,
and provided further that any such  non-structural  alterations shall not change
the  overall  appearance  of the  Leased  Premises  as  originally  approved  by
Landlord.

         Section 3.5. Removal by Tenant. All repairs, alterations,  decorations,
additions and improvements  made by Tenant shall be deemed to be attached to the
leasehold and to have become the property of Landlord upon such attachment, and,
upon the Expiration Date or sooner  termination of this Lease,  Tenant shall not
remove  any  of  such  alterations,  decorations,  additions  and  improvements;
provided that trade fixtures  installed by Tenant may be removed if all Rent due
herein  are paid in full and  Tenant  is not  otherwise  in  default  hereunder;
provided  further,  however,  that Landlord may  designate by written  notice to
Tenant those alterations, decorations, additions and improvements which shall be
removed by Tenant at the Expiration Date or sooner termination of this Lease and
Tenant shall,  at Tenant's cost,  promptly remove the same and repair any damage
to the Leased Premises caused by such removal.
<PAGE>
                                   ARTICLE IV

                               CONDUCT OF BUSINESS


         Section 4.1.  Use and Trade Name.  Tenant  shall  continuously  use and
occupy the Leased  Premises during the Term solely for the purpose of conducting
the business  specifically  set forth in the Data Sheet and for no other purpose
or purposes.  Throughout the Term hereof,  Tenant shall (a) operate its business
in the Leased Premises under the Trade Name  specifically  set forth in the Data
Sheet  and  under  no  other  so long as such  name  shall  not be held to be in
violation of any applicable law, (b) not change the advertised name or character
of the  business  operated  in the Leased  Premises,  (c) refer to the  Shopping
Center  by name in  designating  the  location  of the  Leased  Premises  in all
newspaper and other  advertising  within the Shopping  Center market area and in
all other references to the location of the Leased Premises,  and (d) during the
period from the Delivery of Possession  Date through  sixty (60) days  following
the Commencement Date, include in all Tenant's newspaper  advertising within the
Shopping Center market area the designation  that Tenant is opening for business
in the Shopping  Center.  If any  governmental  license(s) or permit(s) shall be
required  for the proper  and  lawful  conduct  of  Tenant's  business  or other
activity  carried on in the Leased  Premises,  or if a failure to procure such a
license or permit might or would in any way,  adversely  affect  Landlord or the
Shopping  Center,  then  Tenant,  at Tenant's  expense,  shall duly  procure and
thereafter  maintain  such  license(s)  or  permit(s)  and  submit  the same for
inspection by Landlord.  Tenant, at Tenant's expense, shall at all times, comply
with the  requirements  of such  license(s) or permit(s).  Except as provided in
Section 1.3,  Tenant shall open its store in the Leased Premises for business to
the public on the Commencement Date, and shall thereafter diligently conduct its
regular  business  operations in the Leased Premises as required by the terms of
this Lease.

         Section 4.2.  Operation of Business.  Tenant shall open for business in
the Leased  Premises  and remain open  during the entire  Term and  continuously
operate its business in the entire area of the Leased Premises during the entire
Term.  Tenant  shall  conduct  its  business  at all  times in a high  class and
reputable  manner,  maintaining  at all times a full  staff of  employees  and a
complete stock of merchandise.  Tenant shall install and maintain at all times a
display of  merchandise in the display  windows (if any) of the Leased  Premises
and shall  keep the  Leased  Premises  well  lighted  during  all hours that the
Shopping  Center is open to the  public and  during  such other  hours as may be
reasonably designated by Landlord. In no event shall Tenant conduct or advertise
any auction,  fire sale,  going out of business  sale, or bankruptcy  sale in or
about the Leased  Premises  without  Landlord's  prior  written  consent in each
instance,  which  consent may be  withheld by Landlord in its sole and  absolute
discretion. Tenant shall conduct its business in the Leased Premises in a lawful
manner and in good faith during all days and hours  specified  by Landlord  from
time to time.  Tenant shall not use or allow the Leased  Premises to be used for
any improper,  immoral or objectionable purposes, as determined by Landlord, and
Tenant  shall not do any act tending to injure the  reputation  of the  Shopping
Center as determined by Landlord.

         Section  4.3.  Sign.  Tenant  shall  install and maintain two (2) signs
affixed  to the front of the  Leased  Premises  in  accordance  with the  Tenant
Handbook,  subject to the prior  written  approval  of Landlord as to design and
location and  conforming to all  applicable  legal and  insurance  requirements.
Tenant's signs shall conform to the specifications and requirements contained in
Exhibit E attached  hereto.  Tenant  shall keep its  approved  storefront  signs
lighted  during  all hours  that the  Shopping  Center is open to the public and
during such other hours as may be  reasonably  designated  by  Landlord.  Tenant
shall pay for all costs in connection  with such signs and shall be  responsible
for the cost of proper installation and removal thereof and any damage caused to
the Leased Premises thereby.  In the event Landlord deems it necessary to remove
either  or both of such  signs,  then  Landlord  shall  have the right to do so,
provided,  however,  that if the sign or signs have  received  Landlord's  prior
written approval and are consistent with the  specifications and requirements of
Exhibit E, Landlord shall replace said signs as soon as  practicable.  Except as
mentioned  above,  Tenant  shall not  place or cause to be  placed,  erected  or

<PAGE>
maintained on any exterior door, wall or window of the Leased  Premises,  or the
glass of any window or door of the Leased Premises, or on any sidewalk or within
any display window space in the Leased Premises,  or within five (5) feet of the
front of the  storefront  lease line or opening,  or within any  entrance to the
Leased Premises or otherwise  visible from the common areas, any sign (flashing,
moving, hanging, handwritten or otherwise),  decal, placard, flashing, moving or
hanging  lights,  lettering  or any  other  advertising  matter  of any  kind or
description.  No symbol,  design, name, mark or insignia adopted by Landlord for
the Retail  Development  shall be used  without  the prior  written  approval of
Landlord.  Any interior signs must be in good taste and prepared  professionally
(not  hand-lettered)  so as not to  detract  from the  appearance  of the Leased
Premises or the Shopping  Center.  Any sign or display visible from the exterior
of the Leased  Premises which does not meet the above criteria may be removed at
any time by Landlord  without  Landlord  incurring any liability  therefor,  and
without such removal  constituting a breach of this Lease or entitling Tenant to
claim damages on account thereof.

         Section  4.4.  Tenant's   Warranties.   Tenant  warrants,   represents,
covenants and agrees that,  in the  operation of its business  within the Leased
Premises,   Tenant  shall:  (a)  pay  before  delinquency  any  and  all  taxes,
assessments  and  public  charges  levied,  assessed  or imposed  upon  Tenant's
business,  or upon  Tenant's  fixtures,  furnishings  or equipment in the Leased
Premises, or upon any leasehold interest or personal property of any kind, owned
by or placed in or about the Leased Premises by Tenant or by anyone claiming by,
through or under Tenant, including,  without limitation, any transfer taxes, and
pay when and as due all  license  fees,  permit  fees and  charges  of a similar
nature required for the conduct by Tenant or any subtenant or  concessionaire of
any business or undertaking  authorized hereunder to be conducted in or from the
Leased Premises; (b) observe all reasonable requirements promulgated by Landlord
at any time and from time to time relating to delivery vehicles, the delivery of
merchandise,  and the storage and removal of trash and garbage;  (c) not use any
space outside the Leased  Premises for sale,  storage or any other  undertaking;
(d) not use the plumbing facilities in the Leased Premises for any purpose other
than that for which they were constructed, nor dispose of any foreign substances
therein;  (e) not use any advertising medium or sound devices inside or adjacent
to the Leased Premises which produce or transmit sounds which are audible beyond
the interior of the Leased Premises; (f) not permit any odor to emanate from the
Leased Premises which is objected to by Landlord or by any tenant or occupant of
the Retail  Development  (and,  upon written notice from Landlord,  Tenant shall
immediately  cease and desist from causing such odor,  and Landlord may deem the
failure  by Tenant to do so, a  material  breach  of this  Lease);  (g) keep the
Leased Premises and any platform, loading dock or service area used by Tenant in
a neat, clean, safe and sanitary condition; (h) promptly comply with all present
and future laws, ordinances,  orders, rules, regulations and requirements of all
governmental  authorities having  jurisdiction,  and observe and comply with all
covenants and restrictions of record and all notices from Landlord's  mortgagee,
affecting or applicable to the Retail  Development or affecting or applicable to
the Leased Premises or the cleanliness,  safety,  occupancy and use of the same,
whether  or not any such law,  ordinance,  order,  rule,  regulation,  covenant,
restriction,  or other requirement is substantial, or foreseen or unforeseen, or
ordinary  or  extraordinary,   or  shall  necessitate   structural   changes  or
improvements,  shall interfere with the use or enjoyment of the Leased Premises,
or shall be directed to or imposed  upon Tenant or  Landlord,  and Tenant  shall
hold Landlord  harmless from any and all cost or expense on account  thereof (as
used in this Lease, the term "legal requirements" shall include the requirements
set forth in this  subparagraph);  (i) not use the parking  areas or  sidewalks,
common areas or any space on or about the Retail Development (outside the Leased
Premises) for display,  sale,  handbilling,  advertising,  solicitation,  or any
other similar undertaking; (j) maintain and operate the heating, ventilating and
air  conditioning  system and equipment  servicing the Leased  Premises so as to
adequately  heat and cool the same;  and (k) be authorized to do business in the
State.
<PAGE>
     Section 4.5.  Storage and Office Space.  Tenant shall store or stock in the
Leased  Premises only such goods,  wares and  merchandise  as Tenant  intends to
offer  for sale at,  in,  from,  or upon the  Leased  Premises.  This  shall not
preclude  occasional  emergency  transfers of merchandise to the other stores of
Tenant, if any, not located in the Shopping Center. Tenant shall use for office,
clerical or other non-selling purposes only such space in the Leased Premises as
is from time to time  reasonably  required for Tenant's  business  therein,  and
Tenant shall not perform any office or clerical  function in the Leased Premises
for any store located elsewhere.

         Section 4.6.  Care of Premises.  Tenant shall keep the Leased  Premises
(including  the  exterior and  interior  portions of all windows,  doors and all
other glass and signs)  orderly,  neat,  safe and clean and free from rubbish or
dirt at all  times and shall  store  all  trash  and  garbage  only in the areas
reasonably  designated  by Landlord  for such storage and  accumulation.  Tenant
shall not move any safe, heavy machinery,  heavy equipment,  or fixtures into or
out of the Leased Premises  without  Landlord's  prior written  consent.  Tenant
agrees that it will not place a load on any floor  exceeding  the floor load per
square  foot which  such  floor was  designed  to carry,  and will not  install,
operate or maintain in the Leased  Premises any heavy  equipment  except in such
manner as to achieve a proper distribution of weight.

     Section  4.7.  Notice by  Tenant.  Tenant  shall give  immediate  notice to
Landlord in case of fire or accidents in the Leased Premises, or in the building
of which the  Leased  Premises  are a part of, or of  defects  therein or in any
fixtures or equipment.

   
         Section 4.8. Radius.  Tenant  acknowledges that the Retail  Development
draws it customers from a large geographic area, relying in part on regional and
international tourism, and that the success of the Retail Development and income
of the Landlord therefrom are dependent upon maximum customer traffic within the
Retail Development . In addition,  Tenant  acknowledges that Landlord is relying
on the  generation  of Percentage  Rent from Tenant's  Gross Sales at the Leased
Premises.  During  the  Term,  in the  event  Tenant,  or any  person,  firm  or
corporation  who or which  controls or is controlled by Tenant (an  "Affiliate")
shall directly or indirectly, either individually or as a partner or stockholder
or otherwise,  own, operate,  or become  financially  interested in any business
similar to or in competition with the business of Tenant described in Article IV
("competing  business"),  which  business is conducted  within the Area (as said
term is herein  defined),  then the Gross Sales (as said term is defined in this
Lease) of any such  competing  business  within  said Area shall be  included in
Tenant's  Gross  Sales made from the Leased  Premises  and the  Percentage  Rent
hereunder shall be computed upon the aggregate of Tenant's Gross Sales made from
the Leased  Premises and made from each such  competing  business then conducted
within said Area.  Tenant shall be obligated to provide  Landlord  with full and
complete  Gross Sales  information  and reports  with  respect to any  competing
business  within the Area in accordance  with the  requirements of Article II of
this Lease and Tenant shall be obligated  to include the  applicable  portion of
the Gross Sales of such  competing  business  with the Gross Sales of the Leased
Premises and to pay Percentage Rent thereon in accordance with the terms of this
Lease.  The "Area" shall be defined as the area  falling  within a radius of ten
(10) miles measured from the outside  boundary of the Retail  Development.  This
Section 4.8 shall not apply to any competing business which is open and is being
operated by Tenant within said Area on the Effective Date.
    


                                    ARTICLE V

                                   COMMON AREA

         Section  5.1.  Use of  Common  Area.  Landlord  agrees  to  cause to be
operated,  managed and maintained during the Term all of the common areas of the
Shopping Center.  The term "common areas", as used in this Lease, shall mean the
parking  areas,  pedestrian  sidewalks and bridges,  truckways,  loading  docks,
delivery  areas,  park  areas,  pedestrian  malls  and  courts,   elevators  and
escalators,  if any, and stairs not contained in leased areas,  public restrooms
and comfort stations,  if any, service areas,  fire, service and exit corridors,
passageways,  landscaped areas,  berms and all other areas or improvements which
may be provided for the  convenience and use of the occupants and tenants of the
Retail Development and their respective agents, employees,  customers, invitees,
and the licensees  and invitees of Landlord.  The use and occupancy by Tenant of
the Leased  Premises  shall  include the  non-exclusive  use, in common with all

<PAGE>
others  to whom  Landlord  has or may  hereafter  grant  rights  to use the same
(including,  but not  limited  to, the  owners,  tenants  and  occupants  of the
Shopping  Center),  of the common areas and of such other  facilities  as may be
designated  by  Landlord  from  time to time;  subject,  however,  to rules  and
regulations  for the use  thereof  which  will be  uniformly  applicable  to all
Shopping  Center  tenants  as  prescribed  from  time to time  by  Landlord.  In
particular,  Tenant  and its  employees  shall park their cars only in the areas
specifically  designated from time to time by Landlord for that purpose.  Tenant
covenants  that it will enforce the parking by its employees in such  designated
areas.  Automobile  license  numbers of  employees'  cars shall be  furnished by
Tenant to Landlord within five (5) days after Landlord's  request.  In the event
any vehicle is parked by an employee of Tenant in a  non-employee  parking area,
Landlord  shall  have the right to cause the  vehicle  to be towed to a location
designated  by Landlord and Tenant shall be obligated to reimburse  Landlord for
all towing charges.  Tenant further agrees to hold harmless  Landlord and defend
Landlord,  its agents and  employees  against any and all claims of the employee
and/or owner of the vehicle  towed.  Landlord may at any time close  temporarily
any common area to make repairs or changes, to prevent the acquisition of public
rights in such areas and to discourage non-customer use, provided the same shall
not materially  adversely affect access to or visibility of the Leased Premises.
In addition,  Landlord may modify,  from time to time,  the traffic flow pattern
and layout of parking spaces and the entrances-exits to adjoining public streets
or walkways,  utilize portions of the common areas for  entertainment,  displays
and charitable  activities and may do such other acts in and to the common areas
as in its judgment may be desirable  to improve the  convenience  or  attraction
thereof.

     Landlord agrees to maintain all common areas of the Shopping Center in good
order, condition and repair and in a safe, clean, sightly and sanitary condition
in accordance with good and accepted shopping center practices.  The maintenance
obligations of Landlord shall include,  without  limitation,  the re-striping of
parking areas when required,  repairing of common areas and adequate lighting of
all exterior common areas during all hours of darkness during which Tenant shall
be open for business and for one (1) hour thereafter.

         Section 5.2. Common Area Maintenance Expenses. (a) Tenant agrees to pay
to  Landlord  each Lease  Year,  in the manner  hereinafter  provided,  Tenant's
proportionate  share of all costs and expenses  (the  "Common  Area  Maintenance
Expenses")  of every kind and nature paid or incurred by Landlord,  or for which
Landlord  is  obligated,  during  each Lease  Year,  for  operating,  equipping,
policing and protecting,  heating,  air conditioning,  providing  sanitation and
sewer  and  other  services,  lighting,  insuring,   repairing,   replacing  and
maintaining  (i) the common  areas,  and (ii) all buildings and roofs within the
Retail Development,  and (iii) all other areas, facilities and buildings used in
connection with the maintenance  and/or operation of, and whether located within
or outside of, the Retail Development,  including without limitation,  all roads
and driveways serving the Retail Development which are maintained or repaired by
Landlord or at Landlord's  expense.  The Common Area Maintenance  Expenses shall
include,  but are not limited to,  costs and expenses of:  water,  gas,  sewage,
electricity,  refuse  disposal,  air  conditioning,  heating and other utilities
(without  limitation),   including  all  usage,  service,  hook-up,  connection,
availability  and/or standby fees or charges pertaining to same, and the utility
costs;  illumination  and  maintenance of signs,  whether  located on or off the
Retail Development property; salaries of all management personnel;  maintenance,
repair and  replacement  of  directories,  electronic  or  otherwise,  cleaning,
lighting,  snow removal and  landscaping;  security control and fire protection;
uniforms for maintenance,  administrative  and security personnel for the Retail
Development;  management  fees;  maintenance for wooded areas,  retention ponds,
wetlands,  rivers and  riverbank  areas;  premiums  for  insurance to the extent
maintained by Landlord, for liability,  casualty and property damage, including,
without limitation,  insurance against vandalism, plate glass breakage, fire and
extended  coverage  insurance and such other coverage as determined by Landlord,
and liability for defamation  and claims of false arrest  occurring in and about
such areas; personal property taxes; maintaining and replacing the equipment, if
any,  supplying  music to such areas;  the reasonable  depreciation of equipment
used in the operation and  maintenance  of such areas;  total  compensation  and
benefits (including premiums for workers' compensation and other insurance) paid
to   or   on   behalf   of   persons    involved   in   the    performance    or
administration/technical  support of the work  specified  in this  Section  5.2;
repair,  maintenance and cleaning of such areas; operation,  repair, maintenance
and reasonable  depreciation of all temporary and permanent  utility systems for
the Retail Development,  including, without limitation, heating, ventilating and
air  conditioning  systems (HVAC systems),  gas system(s),  plumbing  system(s),

<PAGE>
electrical  equipment and irrigational  pumping  system(s);  operation,  repair,
maintenance  and reasonable  depreciation  of emergency water and sprinkler main
system(s)  and  security  alarm  system(s);  operation  maintenance,  repair and
replacement  of  mechanical  equipment  including  any  automatic  door openers,
elevators,  escalators, lighting fixtures (including replacement of poles, tubes
and bulbs) and all other items of equipment used in connection  with such areas;
paper supplies in restrooms located in or about such areas, cleaning,  lighting,
striping and landscaping,  curbs,  gutters,  sidewalks,  drainage and irrigation
ditches,  conduits,  pipes and canals serving the Retail Development;  and there
shall  also be added to the  foregoing  costs and  expenses  an amount  equal to
fifteen  percent  (15%) of the total of all of the ongoing costs and expenses as
Landlord's  administrative fee. As stated throughout this Lease, whenever Tenant
is obligated to pay its  "proportionate  share" of a cost,  expense or Taxes (as
hereinafter  defined)  such share  shall be based on gross  leased and  occupied
floor area in the Shopping  Center,  and Tenant's  proportionate  share shall be
that fraction,  the numerator of which is the total square footage of floor area
in the Leased Premises, and the denominator of which is the total square footage
of gross leased and occupied floor area  (including the Leased  Premises) in the
Shopping  Center.  As used throughout this Lease, the "gross leased and occupied
floor  area" in effect for the whole of any Lease  Year shall be the  average of
the gross  leased  and  occupied  floor  area in effect on the first day of each
calendar month in such Lease Year.

         Notwithstanding  anything to the contrary  contained  herein,  Tenant's
share of Common Area  Maintenance  Expenses from the  Commencement  Date through
December  31,  1999 shall not exceed  seven and  50/100ths  Dollars  ($7.50) per
square foot of floor area of the Leased Premises  proportionately  reduced for a
partial Lease Year.

     Prior to the proration of such Common Area Maintenance  Expenses to Tenant,
there shall be deducted from the total of such Common Area Maintenance  Expenses
any amounts  specifically  contributed  by the Major Tenants  toward such Common
Area Maintenance Expenses. It is further agreed that in no event shall Tenant be
obligated for the capital costs of initially constructing the Retail Development
or the  capital  costs  of  subsequent  expansion  construction  for the  Retail
Development (i.e.,  adding new Major Tenants to the development or expanding the
Shopping Center or the common areas).

          (b)  Tenant's  proportionate  share of such  Common  Area  Maintenance
Expenses  for each  Lease  Year  shall  be paid in  advance,  in  equal  monthly
installments,  in  the  same  manner  and  at  the  same  time  as  the  monthly
installments of Minimum Rent are payable hereunder without deduction,  offset or
diminution  of any kind,  based on an amount  estimated  in advance from time to
time  by  Landlord  to  be  Tenant's   obligation   under  this   Section   5.2.
Notwithstanding the above, in the event Landlord at any time determines that the
amount of Common Area  Maintenance  Expenses  actually being paid or incurred by
Landlord exceeds the estimate upon which Tenant's  proportionate share of Common
Area Maintenance  Expenses was computed,  then Tenant,  following a request from
Landlord,  shall  commence to pay with the next monthly  installment  of Minimum
Rent  due  an  amount   sufficient  to  result  in  Tenant's   paying  its  full
proportionate share of Common Area Maintenance Expenses as computed on the basis
of Landlord's revised estimate of Common Area Maintenance  Expenses.  Subsequent
to the end of each Lease Year, Landlord shall furnish Tenant with a statement of
the  actual  amount  of  Tenant's   proportionate  share  of  such  Common  Area
Maintenance  Expenses for such period  which  statement  shall be in  reasonable
detail,  provided,  however,  Landlord  shall be permitted to describe  areas of
expenditure  by category and shall not be obligated to enumerate  each  specific
expenditure.  If the total  amount paid by Tenant under this Section 5.2 for any
Lease Year shall be less than the actual  amount due from  Tenant for such Lease
Year as shown on such  statement,  Tenant  shall  pay  Landlord  the  difference
between the amount paid by Tenant and the actual amount due, such  deficiency to
be paid within thirty (30) days after the furnishing of each such statement, and
if the total  amount  paid by Tenant  hereunder  for any such  Lease  Year shall
exceed the actual amount due from Tenant for such Lease Year,  such excess shall
be credited  against the next installment due from Tenant to Landlord under this
Section 5.2.
<PAGE>
                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE


         Section 6.1.  Repairs and  Maintenance by Landlord.  Landlord agrees to
keep in good order,  condition and repair the roof  (including  keeping the roof
watertight), foundations, exterior (including exterior painting and finish), all
structural  portions of the Leased  Premises  (and of the  building in which the
Leased  Premises are located) and all plumbing and utility lines not exclusively
serving  and not  located  within  the  Leased  Premises.  Should  any  repairs,
modifications  or alterations be required by reason of applicable  law, the same
shall be made by Landlord  at  Landlord's  cost and expense  unless the need for
such repairs, modifications or alterations shall result from Tenant's failure to
perform  its  obligations  under this Lease or from  Tenant's  use of the Leased
Premises for other than general  merchandising  purposes.  In addition,  for the
first  twelve (12) months  only  following  the  Delivery  of  Possession  Date,
Landlord  shall,  upon  written  notice from Tenant of the  necessity  therefor,
correct any defects in Landlord's Work within the Leased Premises. All costs and
expenses incurred by Landlord under this Section 6.1 shall be included in Common
Area  Maintenance  Expenses,  other  than  costs  and  expenses  for  Landlord's
correction of defects in Landlord's Work.

         Section  6.2.  Repairs and  Maintenance  by Tenant.  (a) Except for the
repairs and  maintenance  that  Landlord is  specifically  obligated  to make or
perform pursuant to Section 6.1 above, throughout the entire Term of this Lease,
Tenant,  at its expense,  shall promptly make all repairs and  replacements  and
perform maintenance in and to the Leased Premises and all equipment and fixtures
therein or appurtenant thereto, that are necessary or desirable in order to keep
the Leased  Premises in good order,  condition  and repair and in safe,  dry and
tenantable condition.  Without limiting the generality of the foregoing, Tenant,
at its expense,  shall maintain and promptly make any and all necessary  repairs
to or replacements  of: (i) that portion of any pipes,  lines,  ducts,  wires or
conduits  (whether  contained  within or outside the Leased  Premises) which are
installed  by Tenant or that  exclusively  serve the Leased  Premises;  (ii) the
glass windows,  plate glass doors, and all fixtures or appurtenances composed of
glass that are located in or about the Leased  Premises;  (iii) Tenant's  signs;
(iv) the floors and floor coverings,  doors and door frames,  windows and window
frames, walls, storefront including security gates, grilles or enclosures, locks
and  closing  devices,  partitions  and  ceilings  in the Leased  Premises;  (v)
heating,  ventilating,  air  conditioning,  electrical  and  plumbing  system(s)
equipment and fixtures (whether contained within or outside the Leased Premises)
which are installed by Tenant or which  exclusively  serve the Leased  Premises;
and (vi) the Leased  Premises or any part of the  Shopping  Center when  repairs
thereto are  necessitated  by any act or omission  (negligent  or  otherwise) of
Tenant or any of Tenant's  agents,  employees or invitees,  or by the failure of
Tenant to perform any of its obligations under this Lease.  Notwithstanding  the
foregoing,   Landlord   shall  be  responsible   for  repairs  and   maintenance
necessitated  by the negligence or intentional  acts of Landlord,  its agents or
employees. Notwithstanding any contrary provision of this Article VI, Tenant, at
its  expense,  shall make any and all  repairs to the Leased  Premises as may be
necessitated by any break-in,  forcible entry or other trespass into or upon the
Leased Premises, regardless of whether or not such entry and damage is caused by
the  negligence  or fault of Tenant or occurs  during or after  business  hours.
Tenant, at its expense,  shall change all air conditioning filters at least five
(5) times per year and shall  have the air  conditioning  system  professionally
inspected and generally serviced at least twice per year.

         (b) Tenant  shall keep and  maintain  the Leased  Premises  in a clean,
sanitary  and safe  condition  in  accordance  with the laws of the State and in
accordance  with all  directions,  rules and  regulations of the health officer,
building  inspector,  the National  Fire  Protection  association  and any other
officials of the governmental agencies having jurisdiction, at the sole cost and
expense of Tenant,  and  Tenant  shall  comply  with all  requirements  of laws,
ordinances,  rules,  regulations  and  orders  of any  lawful  authority  having

<PAGE>
jurisdiction  affecting the Leased Premises or Tenant's use thereof.  Tenant, at
its  expense,  shall  install and  maintain  fire  extinguishers  and other fire
protection  devices as may be  required  by reason of the  conduct  of  Tenant's
business,   from  time  to  time  by  any  agency  having  jurisdiction  or  the
underwriters  insuring the building in which the Leased Premises are located. If
any bureau,  department or official of the Federal or State government  requires
or recommends the  installation of any changes,  modifications or alterations in
the  sprinkler   system  or  additional   sprinkler  heads  or  other  equipment
(hereinafter  in this  subsection  (b)  collectively  "changes")  by  reason  of
Tenant's  business,  or the location of  partitions,  trade  fixtures,  or other
contents of the Leased Premises, or for any other reason, or if any such changes
become  necessary to prevent the  imposition of a penalty or charge  against the
full  allowance for a sprinkler  system in the fire  insurance  rates set by any
fire insurance  company,  Tenant, at Tenant's expense,  shall promptly make such
changes as required.

         (c) Tenant agrees that  Tenant's use of  electrical  current will at no
time exceed the  capacity of the  electric  distribution  system and that Tenant
will not make any alteration or addition to Tenant's  electrical  system without
Landlord's  prior written consent.  If Tenant installs any electrical  equipment
that  overloads  the  electrical  lines in the  Leased  Premises  or the  Retail
Development,  Tenant shall,  at Tenant's  sole cost and expense,  be required to
make whatever changes to such electrical equipment and in the electric wiring in
the Leased Premises (but only after obtaining  Landlord's  written  approval) as
may be necessary in order to remedy such  overloading  and be in compliance with
all insurance  and legal  requirements.  All changes  required to be made hereby
shall result in the continued  conformance  with the provisions of Exhibit D and
this Lease.

         (d) If Tenant  refuses or  neglects  to  properly  maintain  the Leased
Premises,  or to commence or to complete repairs promptly and adequately,  or if
Landlord  finds it  necessary  to make any  repairs  or  replacements  otherwise
required to be made by Tenant,  then  Landlord may,  after notice to Tenant,  in
addition to all other  remedies,  but  without  obligation  to do so,  enter the
Leased  Premises  and proceed  forthwith  to have such  maintenance,  repairs or
replacements  made and Tenant  shall pay to  Landlord,  on demand,  the cost and
expenses  therefor  plus a charge of  fifteen  percent  (15%) of such  costs and
expenses.


                                   ARTICLE VII

                                      TAXES


         Section 7.1. Tax Liability.  Tenant agrees to pay to Landlord  Tenant's
proportionate share of all taxes and assessments and service payments in lieu of
taxes of every  nature and kind which may be levied or  assessed  by, or payable
to, any lawful  authority during or with respect to each fiscal tax year falling
in whole or in part during the Term of this Lease against any or all or any part
of the land,  buildings and improvements  comprising the Retail  Development and
any other taxes which  Landlord  becomes  obligated  to pay with  respect to the
Retail  Development,  whether or not the same are  assessed  as real or personal
property  or are  payable in advance or in arrears  (the  "Taxes").  If due to a
future change in the method of taxation,  any tax, excise or assessment shall be
levied or assessed  against  Landlord,  directly or  indirectly,  in lieu of, in
substitution  for or as a supplement to any present Taxes or future (real estate
or personal property) tax, in whole or in part, including any new tax, excise or
assessment  upon  rentals  payable  to  Landlord  by  occupants  of  the  Retail
Development  or upon  gross  receipts  or other  income of  Landlord  derived by
Landlord from or upon the interest in the Retail Development of Landlord (or any
individuals or entities  comprising  Landlord),  such tax,  excise or assessment
shall  constitute  a tax  respecting  which  Tenant  is  obligated  to  pay  its
proportionate  share to Landlord as  provided  herein.  If any Taxes or assessed
valuation(s)  are contested by Landlord,  then Tenant's  proportionate  share of
Taxes shall also include Tenant's proportionate share of the cost and expense of
consultation  services  incurred  in  evaluating  and  contesting  such Taxes or
assessed valuation(s).
<PAGE>
         The term  "Taxes"  shall also include any form of  assessment,  special
assessment,  license fee, license tax,  business  license fee,  business license
tax, commercial rental tax, levy, charge, tax or similar imposition,  imposed by
any authority having the direct power to tax,  including without  limitation any
city,  county,  State  or  Federal  government,  or  any  school,  agricultural,
lighting,  drainage or other improvement or special  assessment  district or any
other agency or other public body,  whether or not  consented to or joined in by
Landlord and whether or not retroactive,  payable by Landlord thereof as against
the land and improvements comprising,  or any legal or equitable interest of the
Landlord in, the Retail Development.

         Section 7.2. Method of Payment.  Tenant's  proportionate share of Taxes
shall be paid, in advance, in monthly installments on or before the first day of
each  calendar  month,  in the same  manner and at the same time as the  monthly
installments of Minimum Rent are payable hereunder without deduction,  offset or
diminution  of any kind,  based on an amount  estimated by  Landlord.  Following
receipt  of all bills for Taxes  attributable  to any  calendar  or fiscal  year
during the Term hereof,  Landlord shall furnish Tenant with a written  statement
of the actual amount of Tenant's  proportionate share of Taxes for such year. If
any bill for any such Taxes is not available,  Landlord will estimate the amount
of such tax. If the total  amount paid by Tenant  hereunder  for any calendar or
fiscal year  during the Term of this Lease shall be less than the actual  amount
due from Tenant for such year, as shown on such  statement,  Tenant shall pay to
Landlord the difference  between the amount paid by Tenant and the actual amount
due, such deficiency to be paid within thirty (30) days after demand therefor by
Landlord; and if the total amount paid by Tenant hereunder for any such calendar
or fiscal year shall  exceed  such actual  amount due from Tenant for such year,
such excess  shall be credited  against the next  installment  of Taxes due from
Tenant to Landlord  hereunder.  For the  calendar or fiscal  years in which this
Lease commences and terminates,  Tenant's liability for its proportionate  share
of any Taxes for such years shall be subject to a pro rata  adjustment  based on
the number of days of said  calendar or fiscal  years  during  which the Term of
this Lease is in effect. A copy of any such bill for Taxes shall at all times be
sufficient  evidence  of the  amount of Taxes  assessed  or levied  against  the
property to which such bill relates. Prior to or at the commencement of the Term
of this  Lease  and from time to time  thereafter  throughout  the term  hereof,
Landlord  shall  notify  Tenant in writing of  Landlord's  estimate  of Tenant's
monthly installments due hereunder.  Tenant's obligations under this Article VII
shall survive the Expiration Date or sooner termination of this Lease.

         Section  7.3.  Sales Tax  Reports.  Landlord  is  obligated,  under the
Disposition  and  Development   Agreement   between   Landlord  and  the  Orange
Redevelopment  Agency relating to the Retail Development,  to furnish the Orange
Redevelopment   Agency   sales  tax  reports  for  all  tenants  of  the  Retail
Development.  Therefore,  in order  to  provide  Landlord  with  the  sales  tax
information  from  the  State of  California  Board  of  Equalization  ("Board")
pertaining to Tenant's  sales at the Leased  Premises,  Tenant agrees to provide
Landlord  with  certified  copies of all annual sales tax returns filed with the
Board for Tenant's  retail  operations at the Leased Premises during the Term of
this Lease. In addition  thereto,  Tenant shall provide Landlord with a power of
attorney  letter  addressed  to,  and  in a  form  satisfactory  to,  the  Board
authorizing  the Board to  release to  Landlord  all sales tax  information  for
Tenant's retail operations at the Leased Premises during the Term of this Lease.
Such  letter  shall be in the form  attached  hereto  and made a part  hereof as
Exhibit G, or such other or  additional  forms as required  from time to time by
the Board in order to release such  information to Landlord.  Landlord agrees to
maintain the confidentiality of any proprietary information received by Landlord
pursuant to this Section 7.3.



<PAGE>
                                  ARTICLE VIII

                       INSURANCE, INDEMNITY AND LIABILITY


         Section  8.1.  Landlord's  Insurance  Obligations.  Landlord  agrees to
obtain and maintain during the Term hereof, to the extent the same is available,
fire and extended  coverage  insurance,  in amounts and  coverages and with such
special endorsements as Landlord shall determine from time to time, insuring the
building in which the Leased  Premises are located and the  improvements  to the
Leased Premises provided by Tenant pursuant to this Lease (exclusive of Tenant's
merchandise,  trade fixtures,  furnishings,  equipment,  plate glass,  signs and
personal  property of Tenant).  Landlord  shall also carry  rental  interruption
insurance  in amounts at least equal to Tenant's  total  rental  obligation  for
twelve (12) full months under this Lease  including  the total of the  estimated
costs to  Tenant  of Taxes  and  Common  Area  Maintenance  Expenses  (including
insurance) for such twelve (12) month period.  Tenant shall  reimburse  Landlord
for its  proportionate  share of the insurance  costs incurred by Landlord under
this  Section  8.1 as part of  Tenant's  Common  Area  Maintenance  Expenses  as
provided in Section 5.2 hereof.

         Section 8.2. Tenant's Insurance Obligations. (a) Provided Tenant is the
Tenant named on the Recital Page and a wholly-owned subsidiary of the Guarantor,
if any,  and  Tenant's  and  Guarantor's,  if any,  combined  net  worths are or
Tenant's  net  worth is at least  equal to Ten  Million  and  00/100ths  Dollars
($10,000,000.00),  Tenant  shall have the right to  self-insure  for any loss or
damage of the type covered by standard fire and extended coverage insurance with
respect to personal property located on or within the Leased Premises  including
alterations  and  improvements  made by  Tenant to the  extent  the same are not
covered by Landlord's fire and extended coverage insurance. Tenant and Guarantor
shall at their sole expenses, without regard to fault on the part of any person,
make and perform any repairs or restorations which are required as a result of a
casualty  which  would be covered by  insurance  of the type  described  in this
Section  8.2(a).  Tenant,  at Tenant's  sole cost and expense,  shall obtain and
maintain  in  effect  commencing  with  the  Delivery  of  Possession  Date  and
continuing  throughout the Term of this Lease,  insurance policies providing for
the following  coverage:  (i) all risk property  insurance  against fire, theft,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general use in the State,  insuring  Tenant's  merchandise,
trade  fixtures,  furnishings,  equipment and all items of personal  property of
Tenant and of anyone  claiming by,  through or under Tenant located on or in the
Leased  Premises,  and the  amount  of such  insurance  will be set  forth in an
"agreed value  endorsement" to the policy of such  insurance,  not less than one
hundred percent (100%) of the full replacement  value thereof without  deduction
for  depreciation,  and with a deductible amount of not more than Fifty Thousand
and 00/100ths Dollars ($50,000.00),  provided,  however, any and all proceeds of
such insurance, so long as this Lease shall remain in effect, shall be used only
to repair or replace or pay for the items so insured;  (ii) a commercial general
liability policy,  including insurance protecting against any and all claims for
injury to persons or  property  occurring  in or about the Leased  Premises  and
protecting  against  assumed  or  contractual  liability  under  this Lease with
respect to the Leased Premises and the operations of Tenant and any subtenant of
Tenant  in,  on or about the  Leased  Premises,  with  such  policy to be in the
minimum amount of Three Million and 00/100ths Dollars  ($3,000,000) single limit
coverage; (iii) products liability insurance for merchandise offered for sale or
lease from the Leased Premises,  including (if this Lease covers leased premises
in which food  and/or  beverages  are sold  and/or  consumed)  liquor  liability
coverage (if applicable to Tenant's business) and coverage for liability arising
out of the consumption of food and/or alcoholic  beverages on or obtained at the
Leased Premises, of not less than Two Million and 00/100ths Dollars ($2,000,000)
per occurrence for personal injury and death and property damage;  (iv) workers'
compensation  coverage  as  required by law;  (v) with  respect to  alterations,
improvements and the like required or permitted to be made by Tenant  hereunder,
contingent  liability and builders  risk  insurance in amounts  satisfactory  to
Landlord; and (vi) the insurance required under Exhibit D.
<PAGE>
         (b) All insurance  policies herein to be procured by Tenant shall:  (i)
be issued  by  insurance  companies  reasonably  satisfactory  to  Landlord  and
authorized  to do  business  in the State;  (ii) be  written  as primary  policy
coverage and  non-contributing  with respect to any coverage  which Landlord may
carry and that any coverage carried by Landlord shall be excess insurance; (iii)
insure and name  Landlord,  Landlord's  managing  agent,  any  mortgagee  of the
Shopping Center and any parties in interest designated by Landlord as additional
insured,  as their  respective  interests  may appear  (except  with  respect to
workers'  compensation  insurance);  and (iv) contain any express  waiver of any
right of  subrogation  by the insurance  company  against  Landlord,  Landlord's
managing agent and their respective agents,  employees and representatives which
arises or might arise by reason of any payment under such policy or by reason of
any act or  omission of  Landlord,  its agents,  employees  or  representatives.
Neither the issuance of any insurance policy required hereunder, nor the minimum
limits specified herein with respect to Tenant's  insurance  coverage,  shall be
deemed to limit or restrict in any way Tenant's  liability  arising under or out
of this  Lease.  With  respect to each and every one of the  insurance  policies
herein required to be procured by Tenant, on or before the Commencement Date and
at least thirty (30) days before any such insurance policy shall expire,  Tenant
shall deliver to Landlord upon Landlord's  written request a duplicate  original
or  certified  copy  of  each  such  policy  or a  certificate  of the  insurer,
certifying that such policy has been issued,  providing the coverage required by
this Section 8.2 and  containing  provisions  specified  herein,  together  with
evidence of payment of all  applicable  premiums.  Any insurance  required to be
carried  hereunder  may be carried  under a blanket  policy  covering the Leased
Premises and other locations of Tenant. Each and every insurance policy required
to be  carried  hereunder  by or on  behalf  of Tenant  shall  provide  (and any
certificate  evidencing  the  existence  of each  such  insurance  policy  shall
certify)  that,  unless  Landlord  shall first have been given thirty (30) days'
prior written notice thereof, the insurer will not cancel,  materially change or
fail  to  renew  the  coverage  provided  by such  insurance  policy.  The  term
"insurance  policy" as used herein shall be deemed to include any  extensions or
renewals  of such  insurance  policy.  In the event  that  Tenant  shall fail to
promptly  furnish any insurance  coverage  hereunder  required to be procured by
Tenant,  Landlord,  at its sole option, shall have the right after ten (10) days
prior written  notice to Tenant to obtain the same and pay the premium  therefor
for a period not  exceeding  one (1) year in each  instance,  and the premium so
paid by Landlord shall be  immediately  due and payable by Tenant to Landlord as
additional rent.

         (c) Tenant  shall not do or permit to be done any act or thing upon the
Leased  Premises  that will  invalidate  or be in conflict  with fire  insurance
policies  covering  the  building  containing  the Leased  Premises  or any part
thereof,  including all common areas, or fixtures and property  therein,  or any
other insurance policies or coverage referred to above in this Article VIII; and
Tenant  shall  promptly  comply  with  all  rules,   orders,   regulations,   or
requirements  relating to such insurance  policies,  and shall not do, or permit
anything to be done, in or upon the Leased  Premises,  or bring or keep anything
therein,  which shall  increase  the rate of fire  insurance  on the building in
which the Leased  Premises are located or on any property,  including all common
areas,  located  therein,  or increase the rate or rates of any other  insurance
referred to hereinabove. If any act or omission of Tenant, its agents, employees
or contractors  shall result in any increase in the premium rates  applicable to
any such insurance  policies  carried by Landlord,  or other  increased costs to
Landlord in connection therewith, then Tenant shall reimburse Landlord on demand
as  additional  rent for the  amount of any such  increased  rates or costs.  In
particular,  if Tenant uses the Leased  Premises  for the  preparation  of food,
Tenant  shall  reimburse  Landlord  on demand,  for any part of the  premium for
insurance  coverage  under Section 8.1 hereof  required to be paid on account of
such use of the Leased Premises.

         Section 8.3.  Mutual  Covenant.  Notwithstanding  any provision of this
Lease to the contrary,  Landlord and Tenant each hereby releases the other,  its
officers,  directors,  employees,  and  agents  from  any and all  liability  or
responsibility  for any loss,  damage or injury caused by fire or other casualty
for which insurance containing a waiver of subrogation is carried by the injured
party at the time of such loss, damage or injury regardless of the extent of any

<PAGE>
recovery by the injured party under such insurance.  Both parties agree to carry
casualty insurance containing such waiver of subrogation.

         Additionally,   during  any  time  when  Tenant  is  self-insuring  its
insurance  obligations  hereunder,  Tenant  hereby  releases the  Landlord,  its
officers,  directors,  employees  and  agents  from  any  and all  liability  or
responsibility  for any loss, damage or injury caused by fire or other casualty,
even if such loss,  damage or casualty is caused in whole or in part by Landlord
or by any party for whom Landlord may be responsible.

         Section  8.4.  Covenant to Hold  Harmless.  Except with  respect to the
negligence or willful  misconduct of Landlord,  its agents or employees  (unless
covered  or  required  to be  covered  by  Tenant's  insurance),  Tenant  hereby
indemnifies  and agrees to hold  harmless  Landlord,  its  officers,  directors,
partners,  employees  and  agents  and any  mortgagee  or  master  lessor of the
Shopping  Center,  from  and  against  any and  all  claims,  actions,  damages,
liabilities,  costs and expenses, including attorneys' fees, that (i) arise from
or are in connection with the possession,  use, occupancy,  management,  repair,
maintenance or control of the Leased Premises,  or any portion thereof,  or (ii)
arise from or are in  connection  with any act or omission of Tenant or Tenant's
agents, employees, contractors,  licensees or invitees, or (iii) result from any
default,  breach,  violation or  nonperformance  of this Lease or any  provision
hereof by Tenant,  or (iv)  result  from injury to person or property or loss of
life sustained in or about the Leased  Premises.  Tenant shall,  at its own cost
and expense,  defend any and all  actions,  suits and  proceedings  which may be
brought  against  Landlord or any  mortgagee  or master  lessor of the  Shopping
Center with respect to the  foregoing.  Tenant shall pay,  satisfy and discharge
any and all judgments, orders and decrees which may be received against Landlord
or any such mortgagee or master lessor in connection with the foregoing.  In the
event Landlord or any other party so indemnified,  shall, without fault, be made
a party to any litigation  commenced by or against Tenant, or if Landlord or any
such party  shall,  in its sole  discretion,  intervene  in such  litigation  to
protect its interest hereunder, then Tenant shall protect and hold them harmless
and shall pay all costs,  expenses and attorneys'  fees incurred or paid by such
party(ies) in connection with such litigation.  Landlord hereby  indemnifies and
agrees to save harmless Tenant, its officers, directors, partners, employees and
agents from and against any and all claims, actions, damages, liabilities, costs
and  expenses,  including  attorneys'  fees,  in  connection  with loss of life,
personal injury and/or damage to property  arising from or out of any occurrence
in the common areas of the Shopping  Center unless  caused by the  negligence or
willful  misconduct of Tenant,  its agents,  contractors,  employees,  officers,
directors, partners, subtenants or concessionaires.

         Section 8.5. Loss and Damage.  All Tenant's  property of every kind and
description  which may at any time be in the  Leased  Premises  shall be kept at
Tenant's  sole  risk,  and  Landlord  shall not be liable  except to the  extent
resulting  from the negligence or  intentional  acts of Landlord,  its agents or
employees to Tenant, its agents,  employees or customers,  for any damage, loss,
compensation, accident, or claims whatsoever resulting to Tenant or its property
from the  necessity  of  repairing  any  portion  of the  Shopping  Center;  any
interruption  in the  use of the  Leased  Premises;  the  use or  operation  (by
Landlord,  Tenant, or any other person or persons  whatsoever) of any elevators,
heating, cooling, electrical or plumbing equipment or apparatus; the termination
of this Lease by reason of the  destruction  of the Leased  Premises;  any fire,
robbery, theft, or any other casualty; any leakage in any part or portion of the
Leased Premises or the Shopping Center;  any water,  wind, rain or snow that may
leak into, or flow from part of the Leased Premises or the Shopping Center;  any
acts or omissions of any occupant of any space  adjacent to or adjoining  all or
any part of the Leased  Premises or any part of the building of which the Leased
Premises are a part; any explosion, casualty, utility failure or malfunction, or
falling plaster;  the bursting,  stoppage or leakage of any pipes,  sewer pipes,
drains, conduits, appliance or plumbing works; or any other cause whatsoever.



<PAGE>
                                   ARTICLE IX

                         DESTRUCTION OF LEASED PREMISES


         Section 9.1.  Continuance  of Lease.  In the event of any damage to the
Leased Premises by fire or other casualty, this Lease shall not be terminated or
otherwise  affected;  except that, (a) if more than twenty-five percent (25%) of
the square  footage of the Leased  Premises shall be damaged by any such fire or
other  casualty  during  the last three (3) years of the Term of this Lease (not
including  any Option  Periods) or during any renewal or  extension  of the Term
hereof and the cost of repair or restoration  exceeds Ten Thousand and 00/100ths
Dollars  ($10,000.00) as estimated by Landlord,  or (b) if Landlord is unable to
rebuild any portion of the building in which the Leased  Premises are located or
of the Shopping Center due to any inability to obtain any required  governmental
approval in connection therewith,  or (c) if more than thirty-five percent (35%)
of the floor area of the building in which the Leased Premises are located or of
the Shopping Center shall be damaged or destroyed by fire or other casualty,  or
(d) if all or any part of the building in which the Leased  Premises are located
or if the Shopping  Center or the Leased  Premises shall be damaged or destroyed
at any time by the  occurrence  of any  risk not  insured  under  the  insurance
required to be carried under Article VIII hereof,  then Landlord  shall have the
option to terminate  this Lease within ninety (90) days following the occurrence
of such fire or other  casualty by giving  written  notice to Tenant during such
period.  In  the  event  Landlord  exercises  any of the  foregoing  options  to
terminate, this Lease shall immediately terminate upon Landlord's written notice
to Tenant and (i) the entire  proceeds of the insurance  provided for in Section
8.1 hereof  shall be paid by the  insurance  company or  companies  directly  to
Landlord  and shall belong to, and be the sole  property of  Landlord,  (ii) the
portion of the  proceeds of the  insurance  provided for in Section 8.2 which is
allocable to equipment,  fixtures and other items,  which,  by the terms of this
Lease,  rightfully  belong to  Landlord  upon the  termination  of this Lease by
whatever cause,  shall be paid by the insurance company or companies directly to
Landlord,  and shall belong to, and be the sole property of, Landlord, and (iii)
Landlord  and Tenant  shall be relieved  from any and all further  liability  or
obligation   accruing  under  this  Lease  from  and  after  the  date  of  such
termination.  Tenant  hereby  waives  any and all  rights  which  it may have to
terminate this Lease by reason of damage to the Leased Premises by fire or other
casualty  pursuant to any  presently  existing or hereafter  enacted  statute or
pursuant to any other law.

         The provisions of this Lease  constitute an express  agreement  between
Landlord  and Tenant with respect to any and all damage to, or  destruction  of,
all or any part of the Leased  Premises  or any other  portion  of the  Shopping
Center,  and  Landlord and Tenant  agree that  Sections  1932 and 1933(4) of the
California  Civil Code shall have no  application to this Lease or any damage or
destruction  to all or any part of the Leased  Premises or any other  portion of
the Shopping Center.

   
         Section 9.2. Reconstruction. If the Leased Premises are damaged by fire
or other  casualty and this Lease is not  terminated in accordance  with Section
9.1 hereof, then all fire and extended coverage insurance proceeds from policies
carried  pursuant  to Section 8.1 hereof,  however  recovered,  shall be held in
escrow and made  available for payment of the cost of  repairing,  replacing and
rebuilding  the Leased  Premises,  the damage to the  Leased  Premises  shall be
promptly  repaired,  and the Minimum Rent and other charges payable by Tenant to
Landlord shall be abated in proportion to the floor area of the Leased  Premises
rendered   untenantable,   and  the  Sales  Break   Point   shall   likewise  be
proportionately reduced. Payment of Minimum Rent and all other charges so abated
shall  commence and Tenant shall be obligated to reopen for business  sixty (60)
days following the date that Landlord  advises  Tenant that the Leased  Premises
are   tenantable   and   Landlord   has   substantially   completed   Landlord's
Reconstruction  Work, unless Tenant opens at an earlier time in the damaged area
or remains open in such area  following  destruction  or damage,  in which event
there shall be no abatement or any such abatement shall terminate as of the date

<PAGE>
of  Tenant's  earlier  reopening.   Landlord  shall  be  obligated  to  commence
Landlord's  Reconstruction  Work and shall  diligently  pursue the completion of
Landlord's  Reconstruction Work and shall cause the same to be completed as soon
thereafter as possible under the attendant  circumstances,  but in any event all
such Landlord's  Reconstruction  Work shall be completed and the Leased Premises
reopened for business  within one hundred  eighty (180) days following such fire
or casualty. After Landlord has completed Landlord's Reconstruction Work, Tenant
shall commence such Tenant's  Reconstruction Work, at its expense.  Tenant shall
comply with all laws,  ordinances and  governmental  rules or  regulations,  and
shall perform all work or cause such work to be performed with due diligence and
in a firs class manner.  All permits  required in connection  with said repairs,
restoration and reconstruction shall be obtained by Tenant at Tenant's sole cost
and expense.  Any amount expended by Tenant in excess of any insurance  proceeds
received  by  Tenant  shall  be  the  sole  obligation  of  Tenant.  "Landlord's
Reconstruction  Work"  shall be all work  required  to  reconstruct  the  Leased
Premises in accordance with the working drawings originally approved by Landlord
pursuant to Exhibit C and Exhibit D, or with (at  Landlord's  sole election) new
drawings  prepared by Tenant and acceptable to Landlord and Tenant.  In no event
shall  Landlord  be required to repair or replace  Tenant's  merchandise,  trade
fixtures,  furnishings or equipment. If Landlord repairs or rebuilds, Tenant, at
Tenant's  sole  cost,  shall  repair  or  replace  Tenant's  merchandise,  trade
fixtures,  furnishings  and  equipment  in a manner and to at least a  condition
equal  to  that  prior  to  the  damage  or   destruction   thereof   ("Tenant's
Reconstruction  Work").  Except as may be specifically set forth in this Article
IX, Landlord shall not be liable or obligated to Tenant to any extent whatsoever
by reason of any fire or other casualty  damage to the Leased  Premises,  or any
damages  suffered by Tenant by reason  thereof,  or the  deprivation of Tenant's
possession of all or any part of the Leased Premises.
    

         In the event  Landlord has not commenced  restoration  or rebuilding of
the Leased Premises within ninety (90) days of the date of such fire or casualty
loss, or diligently proceeded to complete such restoration or rebuilding so that
the Leased Premises are  restored/rebuilt  to its former condition prior to such
fire or casualty  loss within one hundred  eighty (180) days of the date of such
fire or casualty loss,  Tenant will have the right, in either case, to terminate
this Lease by providing  Landlord notice of such election and Tenant will vacate
and surrender the Leased Premises pursuant to Section 17.1.






         Section  10.1.  Eminent  Domain.  If fifty percent (50%) or more of the
floor  area  of  the  Leased  Premises  shall  be  taken  or  condemned  by  any
governmental authority (including,  for purposes of this Article X, any purchase
by such governmental authority in lieu of a taking), then either party may elect
to terminate this Lease by giving notice to the other party not more than ninety
(90) days after the date on which such title shall vest in the authority. If the
parking facilities are reduced below the minimum parking requirements imposed by
the applicable authorities, Landlord may elect to terminate this Lease by giving
Tenant  notice  within one  hundred  eighty  (180) days  after such  taking.  In
addition, if any Major Tenant shall terminate its lease with Landlord,  pursuant
to a taking of its store, Landlord may terminate this Lease by written notice to
Tenant  within  ninety (90) days after notice to Landlord that such Major Tenant
is terminating its lease. In the 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;  provided,  however,  Tenant shall be entitled to any
award as may be made for trade  fixtures and other  equipment (not including any
Tenant's Work  required or permitted  under this Lease) which under the terms of
this Lease would not have become the  property of  Landlord;  further  provided,
that any such award to Tenant shall not be in diminution of any award  otherwise
to be made to Landlord in the absence of such award to Tenant.
<PAGE>
         The provisions of this Lease  constitute an express  agreement  between
Landlord  and Tenant with  respect to any  condemnation  or taking of all or any
portion of the Leased Premises or any other portion of the Shopping Center,  and
Landlord and Tenant agree that Section  1265.130 of the California Code of Civil
Procedure  shall have no application to this Lease or any taking or condemnation
of all or any  portion  of the  Leased  Premises  or any  other  portion  of the
Shopping Center.

         Section  10.2.  Rent  Apportionment.  In the  event  of any  taking  or
condemnation,  the then current  Minimum Rent,  Sales Break Point and the square
foot floor area in the Leased  Premises  as  determined  pursuant to Section 1.1
shall be  apportioned as of the date when  possession of the Leased  Premises is
required to be delivered to the  condemning  authority  or  termination  of this
Lease,  as the case may be, and, if the Term of this Lease shall not have ceased
and have been terminated as of said date, Tenant shall be entitled to a pro rata
reduction in the Minimum Rent  payable and Sales Break Point  hereunder,  or, if
Tenant has prepaid  Minimum Rent,  Tenant shall be entitled to a pro rata credit
for the Minimum Rent paid  hereunder,  based on the  proportion  which the floor
area taken from the Leased Premises bears to the entire floor area of the Leased
Premises immediately prior to such taking.

         Section  10.3.  Temporary  Taking.   Notwithstanding  anything  to  the
contrary in this  Article X, the  requisitioning  of the Leased  Premises or any
part hereof by military or other public  authority for purposes arising out of a
temporary   emergency  or  other  temporary  situation  or  circumstances  shall
constitute  a taking of the Leased  Premises  by eminent  domain when the use or
occupancy by the requisitioning  authority is expressly provided to continue, or
shall in fact have  continued,  for a period of one hundred eighty (180) days or
more,  and if this  Lease  is not  thereafter  terminated  under  the  foregoing
provisions  of this  Article X, then for the  duration  of any period of use and
occupancy of the Leased Premises by the requisitioning  authority, all the terms
and provisions of this Lease and obligations of Tenant hereunder shall remain in
full force and effect,  except that the Minimum Rent and Sales Break Point shall
be reduced in the same  proportion that the floor area of the Leased Premises so
requisitioned bears to the total floor area of the Leased Premises, and Landlord
shall  be   entitled  to  whatever   compensation   may  be  payable   from  the
requisitioning  authority for the use and occupation of the Leased  Premises for
the period involved.

         Section 11.1. No Assignment,  Subletting or  Encumbering of Lease.  (a)
Except  as  otherwise  provided  in  this  Article  XI and  notwithstanding  any
references to assignees,  subtenants,  concessionaires or other similar entities
in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or
otherwise  encumber,  this  Lease,  in whole or in  part,  or any of its  rights
hereunder,  (ii) sublet the Leased  Premises or any part thereof,  or permit the
use of the Leased  Premises or any part thereof by any persons other than Tenant
or its agents. Any such attempted or purported transfer, assignment,  mortgaging
or  encumbering  of this Lease or any of  Tenant's  interest  hereunder  and any
attempted or purported  subletting or grant of a right to use or occupy all or a
portion of the Leased Premises in violation of the foregoing  sentence,  whether
voluntary or involuntary or by operation of law or otherwise,  shall be null and
void and shall not confer any rights upon any  purported  transferee,  assignee,
mortgagee,  or occupant,  and shall, at Landlord's option,  terminate this Lease
without relieving Tenant of any of its obligations  hereunder for the balance of
the stated  Term.  Nothing  contained  elsewhere  in this Lease shall  authorize
Tenant to enter into any franchise,  concession,  license,  permit,  subtenancy,
departmental  operation  arrangements  or  the  like,  except  pursuant  to  the
provisions of this Article XI.

     Notwithstanding  the  provisions  of  this  Article  XI  to  the  contrary,
Landlord's  consent  shall  not  be  unreasonably  withheld  or  delayed  to  an
assignment  of this  Lease or a  sublease  for all or any  portion of the Leased
Premises  (by  merger,  consolidation  or  otherwise)  to  another  entity  (the
"Transferee")  to which  Tenant  shall  simultaneously  be  transferring  all or
substantially  all of its  stock  or all  or  substantially  all of its  assets,
provided  that:  (1) Tenant shall not at the time of such transfer be in default
under any of the  terms,  covenants  and  conditions  of this  Lease  beyond any
applicable  grace period,  (2) such Transferee shall agree in writing to perform

<PAGE>
all of the  unperformed  terms,  covenants and  conditions of this Lease and (3)
Tenant shall at all times remain primarily  obligated for the performance of the
terms, covenants and conditions of this Lease.

         Notwithstanding  anything to the  contrary set forth in this Article XI
and without application of any prior provisions of this Article XI, Tenant shall
have the right,  without  Landlord's  consent but with prior  written  notice to
Landlord,  to assign  this  Lease or sublet the  Leased  Premises  to its parent
corporation  or any of  its  wholly-owned  subsidiaries,  or  any  affiliate  or
subsidiary  of Tenant's  parent  corporation  provided  that Tenant shall at all
times remain primarily obligated for the performance of the terms, covenants and
conditions of this Lease.

         In addition,  Tenant may,  without  violating  the  provisions  of this
Article XI, sell or offer for sale its voting stock to the public in  accordance
with the  qualifications or registration  requirements of the state where Tenant
is incorporated and the Securities Act of 1933, as amended.

   
         (b) If Tenant is a corporation,  the sale,  issuance or transfer of any
voting  capital  stock of Tenant or of any  corporate  entity which  directly or
indirectly  controls  Tenant  (unless  Tenant is a  corporation  whose  stock is
publicly  traded which shall result in a change in the voting  control of Tenant
or the corporate entity which controls Tenant shall be deemed to be a prohibited
assignment  of this Lease  within the meaning of this Article XI. If Tenant is a
partnership  or an  unincorporated  association,  then  the  sale,  issuance  or
transfer of a majority interest therein,  or the transfer of a majority interest
in or a change  in the  voting  control  of any  partnership  or  unincorporated
association or corporation which directly or indirectly  controls Tenant, or the
transfer  of  any  portion  or  all  of  any  general  partnership  or  managing
partnership  interest,  shall be deemed to be a  prohibited  assignment  of this
Lease  within the  meaning of this  Article  XI. The  consent by Landlord to any
assignment,  transfer,  or  subletting  to any party shall not be construed as a
waiver or release of Tenant under the terms of any covenant or obligation  under
this Lease or as a waiver or release of the non-assignability covenants in their
future application, nor shall the collection or acceptance of Rent from any such
assignee,  transferee,  subtenant or occupant  constitute a waiver or release of
Tenant of any covenant or obligation contained in this Lease.
    

               (i) Notwithstanding  anything herein contained to the contrary, a
          sale or transfer of any voting  capital stock of Tenant when caused by
          death (e.g.,  testamentary  transfer) or for estate planning  purposes
          (e.g. inter vivos trust) will not be deemed a prohibited assignment of
          this Lease.

               (ii) The  provisions of this Section 11.1 (b) shall not be deemed
          to prohibit transfer of limited  partnership  interests among existing
          limited or general partners; however, if either general partner ceases
          to remain a general partner of Tenant such occurrence  shall be deemed
          a  prohibited  assignment  of this  Lease  under the  meaning  of this
          Article XI.

         (c) Without conferring any rights upon Tenant not otherwise provided in
this Article XI, should Tenant desire to enter into an  assignment,  sublease or
transfer of this Lease or Tenant's  rights  hereunder,  Tenant shall  request in
writing  Landlord's  consent to the  assignment at least thirty (30) days before
the proposed effective date of the assignment,  providing the following: (i) the
full particulars of the proposed assignment,  sublease or transfer of this Lease
or Tenant's rights  hereunder,  including its nature,  effective date, terms and
conditions,  and copies of any offers, draft agreements,  subleases,  letters of
commitment or intent and other documents  pertaining to the proposed assignment;
(ii) a description of the identity,  net worth and previous business  experience
of  the  proposed  transferee,  including,  without  limitation,  copies  of the
proposed  transferee's  latest  income,  balance  sheet and changes in financial
position  statements  (with  accompanying  notes and disclosures of all material
changes thereto) in audited form, if available, and certified as accurate by the
proposed transferee;  and (iii) any further information relevant to the proposed
assignment  which Landlord  shall request after receipt of Tenant's  request for
consent. Tenant shall, concurrently with any request for Landlord's consent, pay
to Landlord a fee in the sum of One Thousand and 00/100ths  Dollars  ($1,000.00)
for  Landlord's  review and processing of such request and Landlord shall not be
obligated to review such request  prior to  Landlord's  receipt of such fee. All
requests for assignment,  sublease or transfer shall be forwarded to Landlord at
the address provided above and to the on-site mall management office.
<PAGE>
         (d) Except for a permitted  assignment  or  subletting  as specified in
Section  11.1(a)  and (b) and  without  conferring  any rights  upon  Tenant not
otherwise provided in this Article XI, in the event of an assignment or transfer
of Tenant's  interest  in this  Lease,  or a sublease of all or a portion of the
Leased Premises, to a third party, any monthly rent or other payment accruing to
Tenant as the result of any such assignment,  transfer,  or sublease,  including
any lump sum or  periodic  payment in any manner  relating  to such  assignment,
transfer  or  sublease,  which is in excess of the Rent then  payable  by Tenant
under  this  Lease  shall be paid  one-half  (1/2) of such  excess  by Tenant to
Landlord  monthly as additional  rent.  Landlord may require a certificate  from
Tenant  specifying  the full amount of any such  payment of  whatsoever  nature.
Notwithstanding any assignment, subletting or transfer of this Lease or Tenant's
rights  hereunder,  Tenant  shall  remain fully liable on this Lease and for the
performance of all terms, covenants and provisions of this Lease.

         (e) All reasonable costs and expenses, including attorney's fees (which
shall include the cost of any time expended by  Landlord's  attorneys  including
in-house  counsel)  incurred  by  Landlord in  connection  with any  proposed or
purported assignment, transfer or sublease shall be borne by Tenant and shall be
payable to Landlord as additional  rent.  It is  understood  and agreed that the
restrictions set forth in this Article XI are of primary  importance in enabling
Landlord to control the mix of tenants in the Shopping Center.

         Section 11.2.  Assignment or Sublet.  If this Lease is  transferred  or
assigned,  in whole or in part, as aforesaid,  or if the Leased  Premises or any
part  thereof be sublet or occupied by any person or entity  other than  Tenant,
whether as a result of any act or omission by Tenant,  or  operation  of law, or
otherwise,  then Landlord,  whether  before or after default by Tenant,  may, in
addition to, and not in diminution of or substitution  for, any other rights and
remedies  under this Lease or pursuant to law to which  Landlord may be entitled
as a result thereof,  collect rent from the transferee,  assignee,  subtenant or
occupant and apply the net amount collected to the Rent herein reserved,  but no
such transfer, assignment, subletting, occupancy or collection shall be deemed a
waiver of the covenants  contained  herein or the acceptance of the  transferee,
assignee,  subtenant,  or  occupant  as Tenant,  or a release of Tenant from the
further  performance  by Tenant of  covenants on the part of Tenant set forth in
this Lease.

         Section  11.3.  Transfer of  Landlord's  Interest.  In the event of any
transfer  of  Landlord's  interest in the Leased  Premises,  including a sale or
lease, the transferor shall be automatically relieved of any and all obligations
on the part of  Landlord  accruing  from and  after  the date of such  transfer,
provided that (a) the interest of the transferor, as Landlord, in any funds then
in the hands of Landlord in which  Tenant has an interest  shall be turned over,
subject to such interest,  to the then transferee;  and (b) notice of such sale,
transfer or lease shall be delivered to Tenant as required by law.

         Section 12.1.  Subordination.  Tenant agrees that this Lease shall,  at
the request of Landlord,  be subordinate to any mortgages or deeds of trust that
are now, or may hereafter be, placed upon the Leased Premises and to any and all
advances to be made thereunder,  and to the interest thereon,  and all renewals,
replacements   and   extensions   thereof,   provided  that  the  mortgagees  or
beneficiaries named in said mortgages or deeds of trust shall agree to recognize
the interests of Tenant under this Lease in the event of foreclosure,  if Tenant
is not then in default. Tenant also agrees that any mortgagee or beneficiary may
elect to have this  Lease  constitute  a prior lien to its  mortgage  or deed of
trust, and in the event of such election and upon notification by such mortgagee
or  beneficiary  to Tenant to that  effect,  this Lease shall be deemed prior in
lien to such mortgage or deed of trust,  whether this Lease is dated prior to or
subsequent  to the date of said  mortgage or deed of trust.  Tenant  agrees that
upon the request of  Landlord,  or any  mortgagee or  beneficiary,  Tenant shall
execute whatever reasonable  instruments may be required to carry out the intent
of this Section 12.1 and Section 12.2.
<PAGE>
   
         In accordance  with the provisions of this Section 12.1,  Tenant agrees
to execute the Agreement of  Subordination,  Non-Disturbance  and Attornment and
Pre-Construction  Tenant Estoppel  Certificate  attached hereto as Exhibit H and
Exhibit H-1 at the time it executes this Lease.
    

         Section 12.2. Attornment.  In the event any proceedings are brought for
the  foreclosure  of,  or in the  event  of the  conveyance  by  deed in lieu of
foreclosure  of, or in the event of  exercise  of the power of sale  under,  any
mortgage and/or deed of trust made by Landlord covering the Leased Premises,  or
in the event Landlord sells,  conveys or otherwise transfers its interest in the
Shopping  Center or any portion  thereof  containing the Leased  Premises,  this
Lease shall  remain in full force and effect and Tenant  hereby  attorns to, and
covenants and agrees to execute an instrument in writing reasonably satisfactory
to the new owner  whereby  Tenant  attorns to such  successor  in  interest  and
recognizes  such  successor  as  Landlord  under  this  Lease.   Payment  by  or
performance  of this  Lease  by any  person,  firm or  corporation  claiming  an
interest  in this  Lease or the Leased  Premises  by,  through  or under  Tenant
without  Landlord's  consent in writing  shall not  constitute  an attornment or
create any interest in this Lease or the Leased Premises.

         Section 12.3.  Financing.  In the event any construction  lender,  land
lessor, or the permanent lender for the Shopping Center requires, as a condition
to financing,  modifications to this Lease, then, provided such modifications do
not materially  alter the approved working plans and do not increase the Rent to
be paid hereunder, Landlord shall submit to Tenant a written amendment with such
required modifications and if Tenant fails to execute and return the same within
thirty  (30) days after the  amendment  has been  submitted,  Landlord  shall be
entitled to its remedies as specified in Section 12.5.

         Nothing  herein  shall  require  Tenant  to  execute  an  amendment  or
amendments  to  accomplish  changes  which would  change (i) the  Minimum  Rent,
additional  rent or Percentage  Rent payable by Tenant;  (ii) the permitted use;
(iii) the size,  dimensions or location of the Leased Premises;  (iv) the length
of the Term; (v)  Landlord's  construction  obligations;  or (vi) the conditions
precedent as to Tenant's  initial opening  requirements,  or which would place a
lien on Tenant's assets.

         Section  12.4.  Estoppel  Certificate.  Tenant  shall,  without  charge
therefor,  at any time and from time to time,  within  thirty  (30)  days  after
request  therefor by Landlord,  execute,  acknowledge  and deliver to Landlord a
written estoppel certificate,  in reasonable form,  certifying to Landlord,  any
mortgagee,  or any  purchaser  of  the  Shopping  Center  or  any  other  person
designated by Landlord,  as of the date of such estoppel  certificate:  (i) that
Tenant is in possession of the Leased Premises and has unconditionally  accepted
the same; (ii) that this Lease is unmodified and in full force and effect (or if
there  has been  modification,  that the same is in full  force  and  effect  as
modified and setting forth such  modifications);  (iii) whether or not there are
then existing any set-offs or defenses  against the  enforcement of any right or
remedy of Landlord, or any duty or obligation of Tenant,  hereunder (and, if so,
specifying  the same in detail);  (iv) that Rent is paid  currently  without any
offset or defense  thereto,  (v) the dates,  if any,  to which any Rent has been
paid in  advance;  (vi)  whether  or not  there is then  existing  any  claim of
Landlord's  default under this Lease and if so,  specifying  the same in detail;
(vii) that Tenant has no knowledge of any event having  occurred that authorized
the  termination  of this  Lease by  Tenant  (or if Tenant  has such  knowledge,
specifying  the same in detail);  and (viii) any other  matters  relating to the
status of this Lease that  Landlord or its  mortgagee  may request be confirmed,
provided that such facts are accurate and ascertainable.
<PAGE>
         Landlord  shall,  within  thirty (30) days after  written  request from
Tenant,  no more often than once in any Lease  Year and  provided  Tenant is not
then in  default  hereunder,  deliver  to Tenant or such  persons  as Tenant may
designate, a statement in writing certifying to the extent true that: (i) Tenant
is in  possession of the Leased  Premises;  (ii) this Lease is in full force and
effect (as later modified, if such be the case); (iii) the Rent due hereunder is
current;  and (iv) that to the best of  Landlord's  knowledge,  information  and
belief, Tenant is not in default hereunder.

         Section  12.5.   Remedies.   Any  failure  by  Tenant  to  execute  any
certificate, statement or instrument in accordance with the foregoing provisions
of this Article XII or any financing statement in accordance with the provisions
of Section  14.2(a),  within the time  period  provided  or if no time period is
specified,  then within thirty (30) days after written request, shall constitute
an  irrevocable  power of attorney  appointing and  designating  Landlord or its
successors or assigns as attorney-in-fact for Tenant, to execute and deliver any
such certificate, statement, instrument or financing statement.

     Section 13.1.  Promotion Fund.  Landlord shall establish an advertising and
promotion  fund (the  "Fund").  The object of the Fund shall be to advertise the
Retail Development in the local  metropolitan  statistical area and to provide a
program of events, all of which shall, in Landlord's judgment,  serve to enhance
and promote the Retail Development and its occupants. Such program of events may
include  the  promotion  of coach  traffic  to the  Retail  Development  and the
development  of a mall video network  within the Retail  Development  offering a
program of  information,  entertainment  and  advertisements.  The Fund shall be
administered by Landlord and the costs and expenses of such administration shall
be charged to the Fund.  Landlord  shall  expend all amounts paid to the Fund by
the tenants in the Retail Development for the purposes herein set forth.

   
         Section 13.2. Promotion Fund Contribution. Tenant's annual contribution
to the Fund  shall  be the  Fund  Contribution  (reduced  proportionately  for a
partial  Lease Year) as defined in the Data Sheet.  Upon Grand  Opening,  Tenant
shall also pay Tenant's one-time initial contribution or Grand Opening Fee which
is equal to Seven Thousand Five Hundred and 00/100ths Dollars  ($7,500.00).  The
Fund  Contribution  payable by Tenant  for each  Lease  Year shall be  increased
commencing with the second Lease Year of the Term of this Lease,  and each Lease
Year thereafter, by a percentage equal to the percentage increase from the "base
period" of the Consumer  Price Index  ("Index")  to the "current  period" of the
Index of the Lease  Year for  which  the  adjustment  is being  made;  provided,
however,  if the  first  Lease  Year is less  than  six (6)  months,  the  first
adjustment  to the Fund  Contribution  shall be after the first full Lease Year.
Except as herein  expressly  provided,  the term "base period"  shall  initially
refer to the Index published for the month of October immediately  preceding the
Commencement  Date.  Following  the initial  increase  in the Fund  Contribution
hereunder,  the term "base  period"  shall refer to the Index  published for the
month of  October  immediately  preceding  the  Lease  Year for  which  the Fund
Contribution  was last  adjusted  hereunder.  The "current  period" of the Index
shall  refer  to the  Index  published  for the  month  of  October  immediately
preceding the Lease Year for which an adjustment is being made. In the event the
Index shall not be published  for any of the  above-described  months,  then the
Index  published for the month closest,  but prior, to the described month shall
be used in its place. The annual Fund Contribution shall be payable by Tenant to
Landlord,  or as Landlord may direct, in twelve (12) equal monthly installments,
commencing on the Commencement  Date, at the same time and in the same manner as
the monthly installments of Minimum Rent are payable.

     Section 13.3. Advertisements.  Not more than once each Lease Year, Landlord
may require Tenant at Tenant's cost to either (i) place a one-quarter (1/4) page
tabloid advertisement, or (ii) contribute funds to cover the cost and expense of
an advertisement prepared by Landlord in an advertising mailer, newspaper insert
or other media ad  coordinated  by  Landlord.  In the event that Tenant fails to
submit its  proposed  advertisement  within  thirty  (30) days after  Landlord's
request,  then  ----  Landlord  shall  have the right to  include  Tenant in the
advertising  promotion and to charge Tenant for the  advertisement.  Such charge
shall be  payable  by  Tenant  within  ten (10)  days  after  written  notice by
Landlord.
    
<PAGE>
         Section 13.4. Network.  Landlord may cause to be developed a mall video
network within the Retail Development (the "Network"). The object of the Network
shall be to provide a program of information,  entertainment and advertisements,
which  shall,  in  Landlord's  judgment,  serve to enhance or promote the Retail
Development  and its  occupants.  The  Network  shall  have  the  right  to sell
available time and access on the Network for  advertisements  or other uses. The
Network shall be under the sole and exclusive direction of Landlord and shall be
administered  by Landlord.  The costs and expenses  paid or incurred by Landlord
for  administering,   operating,  equipping,  staffing,  protecting,   insuring,
repairing,  replacing and  maintaining the Network shall be charged to the Fund.
During the first year of the operation of the Network and provided Tenant is not
in default of payment of its Fund Contribution,  Landlord agrees to produce,  or
cause  to be  produced  a  video  taped  advertising  message  of  the  business
conducted, or to be conducted, in the Leased Premises (herein "Tenant Video") in
accordance  with the terms of this  Section  13.4.  The Tenant  Video  shall (i)
identify  Tenant's type of business in the Leased Premises,  Tenant's trade name
and the  address/location  of the Leased Premises within the Retail Development;
(ii) be approximately fifteen (15) seconds in duration; (iii) be produced on one
occasion only following the initial opening of the Leased Premises for business;
(iv) be produced in the Leased Premises,  Landlord's studio or both; (v) utilize
one format  from a select  group of  advertising  message  formats  as  mutually
selected by  Landlord  and  Tenant;  and (vi) not  contain any lewd,  obscene or
offensive  content or material.  The Tenant Video will be shown on the Network a
reasonable  number of times,  not to exceed one hundred (100),  during a two (2)
week  period in the  first  year of  operation.  Landlord  shall use  reasonable
efforts to air Tenant  Videos at varying times and days during such two (2) week
period.  Any further  production by Landlord of advertising  messages for Tenant
and any further air time on or access to the Network is subject to availability,
as determined solely by Landlord,  and shall be at the then applicable rates and
fees set by  Landlord.  Landlord  shall  have the  right to  reject,  remove  or
discontinue  showing any Tenant Video or advertising  message on the Network the
content of which is, in the opinion of Landlord,  unethical,  misleading, in bad
taste,  or shall tend to injure the reputation of the Retail  Development or its
occupants,  or shall be deemed to be detrimental to the Retail Development or is
in violation of any applicable rule, law or existing  agreement with occupant(s)
of the Retail  Development.  Tenant  acknowledges  that  Tenant  shall be solely
responsible  for the content of its Tenant  Video and except with respect to the
gross  negligence  of Landlord and the Network,  Tenant  agrees to save harmless
Landlord,  its  officers,  directors,  partners,  employees  and agents from and
against  any and all  claims,  actions,  damages,  liability,  cost or  expense,
including attorneys' fees that arise from or with respect to the content of such
advertising message, including without limitation any claims for infringement of
the  intellectual  property rights of others or actions for unfair  competition.
Landlord  reserves  the  right at any time to  dissolve  the  Network  and cease
providing its promotional services as well as Tenant Videos and in lieu thereof,
to provide,  or cause to be provided,  a program of advertising  and promotional
events  which in  Landlord's  sole  judgment,  will serve to promote  the Retail
Development and its occupants.

   
         Section 14.1.  Elements of Default. If any one or more of the following
events  occur,  said event or events shall hereby be  classified as a "default":
(a) (i) the failure of Tenant to take  possession of the Leased  Premises at the
Delivery of Possession Date, or (ii) the failure of Tenant to open its doors for
business on the date specified in Section 1.3 hereof, or (iii) if Tenant vacates
or abandons the Leased  Premises and permits the same to remain  unoccupied  and
unattended,  or (iv) if Tenant  fails to maintain  normal  inventory  levels and
employee staff for the conduct of its normal  business  activities in the Leased
Premises,  or (v) the failure of Tenant to continuously  operate its business in
compliance  with Section 4.2 for the purposes  specified in Section 4.1, or (vi)
in the  event  of the sale or  removal  of a  substantial  portion  of  Tenant's
property  located  in the  Leased  Premises  in a manner  which is  outside  the
ordinary course of Tenant's business;  (b) the failure of Tenant to pay any Rent
or other  charges  required to be paid by Tenant when same shall  become due and
payable  hereunder  and such failure  continues  for ten (10) days after written
notice; (c) the failure of Tenant to perform or observe any term or condition of
this Lease and such failure  shall  continue for thirty (30) days after  written

<PAGE>
notice;  (d) ; (e) if any writ of  execution,  levy,  attachment  or other legal
process of law shall  occur upon  Tenant's  assets,  merchandise,  fixtures,  or
Tenant's  estate  or  interest  in the  Leased  Premises;  (f)  Tenant  shall be
liquidated or dissolved or shall begin  proceedings  toward such  liquidation or
dissolution,  or shall in any  manner  permit  the  divestiture  of all,  or any
substantial part of Tenant's assets. In the event of
    
   (i) a default which results in a total monetary outstanding balance on excess
of  $20,000.00  or (ii) a default  pursuant  to  Section  14.1 (a) (iii) of this
Lease,  which shall not be remedied within the applicable grace period,  if any,
by Tenant  under this Lease or by the  tenant in any of the "other  leases"  (as
hereinafter  defined),  then  Landlord  may,  upon ten (10) days prior notice in
writing to Tenant,  declare such  default to be a default of this Lease  (unless
the default is cured within the ten day period after  notice) and, at Landlord's
option, a default of any of the "other leases," as the case may be. Landlord and
Tenant acknowledge that Tenant or the parent,  subsidiary or affiliate of Tenant
(by virtue of common ownership or control, direct or indirect) has presently, or
may in the future, enter into lease agreements with Landlord (or with any person
or entity which is affiliated  with  Landlord,  or which  directly or indirectly
controls or is controlled by, or is under common control with Landlord, or which
is managed by the managing agent  utilized by Landlord for the Shopping  Center)
for the shopping centers commonly  referred to as Ontario Mills,  Potomac Mills,
Franklin Mills, Gurnee Mills,  Sawgrass Mills,  Grapevine Mills,  Arizona Mills,
Katy Mills and Concord Mills (such leases to be referred to as "other  leases").
Nothing  contained herein shall be deemed a limitation of the rights of Landlord
as set forth in this Lease or any of the "other leases."

     Section  14.2.  Landlord's  Remedies.  In the event of any such  default or
breach by Tenant,  Landlord may at any time thereafter,  with or without further
notice or demand and without  limiting  Landlord in the exercise of any right or
remedy which Landlord may have by reason of such default or breach:

         (a) Terminate  Tenant's  right to possession of the Leased  Premises by
any lawful  means,  in which case this Lease shall  terminate  and Tenant  shall
immediately  surrender  possession of the Leased  Premises to Landlord.  In such
event Landlord shall be entitled to recover from Tenant all damages  incurred by
Landlord by reason of Tenant's default,  including, but not limited to, the cost
of  recovering  possession  of  the  Leased  Premises;  expenses  of  reletting,
including necessary renovation an alteration of the Leased Premises;  reasonable
attorneys' fees; any real estate commission  actually paid; and the worth at the
time of award  determined  by the court having  jurisdiction  thereof of (i) the
unpaid rent (as defined below) which had been earned at the time of termination;
(ii) the amount by which the unpaid  rent,  which would have been  earned  after
termination until the time of award,  exceeds the amount of such rental loss for
the same period which the Tenant proves could have been reasonably avoided;  and
(iii) the amount by which the unpaid rent, for the balance of the Term after the
time of such  award,  exceeds the amount of such rental loss for the same period
that Tenant proves could be reasonably  avoided.  The worth at the time of award
of the sums  referred  to in clauses  (i) and (ii)  above,  shall be computed by
allowing  interest from the due date at the rate provided in Section 20.14.  The
worth at the time of award of the  amount  referred  to in clause  (iii)  above,
shall be computed by discounting such amount at the discount rate of the Federal
Reserve  Bank of San  Francisco  at the time of award  plus  one  percent  (1%).
Landlord's  rights  hereunder  shall be deemed  subject to the rights granted to
Tenant pursuant to Section 1951 et seq. and each applicable  subsection  thereof
of the California Civil Code.

     (b) Maintain  Tenant's right to possession,  in which case this Lease shall
continue  in effect  whether  or not  Tenant  shall  have  abandoned  the Leased
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder,  pursuant to Section  1951.4 of the  California  Civil
Code or any similar, successor or related provision of law.

     (c) Pursue any other  remedy now or hereafter  available to Landlord  under
the laws or judicial decisions of the State of California.  Any notice delivered
by Landlord to Tenant  under this Lease shall be in lieu of, and in addition to,
any notice required under Section 1161 of the California Code of Civil Procedure
or any similar successor law with respect to the subject default.
<PAGE>
     (d) The term "rent" as used in this  Section  14.2 shall mean  Minimum Rent
and all other  additional  rent  payable  pursuant to any other  section of this
Lease,  including  Section  2.3 of this Lese.  All such sums other than  Minimum
Rent,  shall be  computed  on the basis of the average  monthly  amount  thereof
accruing  during the  immediately  preceding  twelve (12) month  period prior to
default,  except that if it becomes  necessary  to compute such rent before such
twelve (12) month  period has  occurred,  then the bases of the average  monthly
amount accruing during such shorter period shall be used.

     Section 14.3. Bankruptcy.  (a) Neither Tenant's interest in this Lease, nor
any estate hereby  created in Tenant nor any interest  herein or therein,  shall
pass to any  trustee or receiver or  assignee  for the benefit of  creditors  or
otherwise by operation of law, except as may  specifically be provided  pursuant
to the Bankruptcy  Code (11 USCss.101 et seq.),  as the same may be amended from
time to time. -- ---

         (b) It is  understood  and  agreed  that this  Lease is a lease of real
property in a shopping  center as such lease is  described in Section 365 of the
Bankruptcy  Code, as the same may be amended from time to time.  Upon the filing
of a petition by or against Tenant under the Bankruptcy Code,  Tenant, as debtor
and as  debtor-in-possession,  and any trustee who may be appointed with respect
to the  assets of or estate in  bankruptcy  of Tenant,  agree to pay  monthly in
advance on the first day of each month, as reasonable  compensation  for the use
and  occupancy  of the Leased  Premises,  an amount  equal to all Minimum  Rent,
additional rent and other charges  otherwise due pursuant to this Lease,  and to
pay Percentage  Rent monthly,  at the percentage  factor set forth in this Lease
for the Lease Year in which such month  falls,  on all of the Gross Sales during
such month in excess of  one-twelfth  (1/12th) of the Sales Break Point for such
Lease Year;  payment of all such  Percentage Rent to be made by the tenth (10th)
day of the  succeeding  month.  Included  within  and in  addition  to any other
conditions or  obligations  imposed upon Tenant or its successor in the event of
the assumption and/or  assignment of this Lease are the following:  (i) the cure
of any monetary  defaults and  reimbursement  of pecuniary  loss within not more
than thirty (30) days of assumption  and/or  assignment;  (ii) the deposit of an
additional  sum  equal to not less  than  three  (3)  months'  Minimum  Rent and
additional  rent to be held  pursuant to the terms of Section 2.4 of this Lease,
which sum shall be  determined  by  Landlord,  in its sole  discretion,  to be a
necessary deposit to secure the future performance under this Lease by Tenant or
its assignee;  (iii) the use of the Leased  Premises as set forth in Section 4.1
of this Lease and the quality,  quantity and/or lines of  merchandise,  goods or
services  required  to be  offered  for sale are  unchanged;  and (iv) the prior
written  consent  of any  mortgagee  to which this  Lease has been  assigned  as
collateral security.

     Section 14.4.  Additional Remedies and Waivers.  The rights and remedies of
Landlord set forth herein shall be in addition to any other right and remedy now
or  hereinafter  provided by law,  including  but not  limited to the  statutes,
rules,  regulations,  laws and  judicial  decisions  of the State,  and all such
rights and remedies shall be cumulative. No action or inaction by Landlord shall
constitute  a waiver of a default  or  termination  and no waiver of  default or
termination shall be effective unless it is in writing, signed by Landlord.

     Section  14.5.  Landlord's  Cure of Default.  If Tenant shall be in default
hereunder,  Landlord shall have the option,  but not the obligation,  upon three
(3) days written notice to Tenant (except in the event of an emergency, in which
event no notice shall be required), to cure the act or failure constituting said
default  for the  account of and at the  expense of Tenant.  Landlord's  cure or
attempt to cure any act or failure  constituting the default by Tenant shall not
result in a waiver or release of Tenant. Tenant agrees to pay the costs incurred
by Landlord  pursuant to this Section 14.5 plus  interest,  in  accordance  with
Section 20.14 hereof,  on all sums expended by Landlord pursuant to this Section
14.5 from the date of such expenditure plus a charge of fifteen percent (15%) of
such costs, to Landlord upon demand, as additional rent.
<PAGE>
         Landlord  may, at any  reasonable  time or times,  upon prior notice to
Tenant  (except in the event of an  emergency,  or if Tenant is in default under
this Lease,  in which event no notice shall be  required),  before and after the
Commencement  Date, enter upon the Leased Premises,  any portion thereof and any
appurtenance  thereto (with men and materials,  if required) for the purpose of:
(a) inspecting the same;  (b) making such repairs,  replacements  or alterations
which  Landlord  may be required  to perform as herein  provided or which it may
deem desirable for the Leased  Premises;  and (c) showing the Leased Premises to
prospective purchasers,  lenders or lessees.  Landlord hereby expressly reserves
the  right,  exercisable  at any time and from  time to  time,  to  erect,  use,
maintain and repair pipes,  conduits,  plumbing,  vents, ducts and wires in, to,
under and through the Leased Premises as and to the extent that Landlord may now
or hereafter  deem to be necessary or appropriate  for the proper  operation and
maintenance of the Shopping Center.  Any redecorating or repair  necessitated by
reason  of  location  of  same   within  the  Leased   Premises   shall  be  the
responsibility  of Landlord.  Landlord  agrees to hold Tenant  harmless from any
damage or injury to person or property  to the extent  resulting  from  Landlord
exercising its rights under this Article XV.

     In the  exercise of its rights under this  Article XV,  Landlord  shall use
reasonable efforts to avoid material interference with the operation of Tenant's
business within the Leased Premises. Landlord agrees that except in the event of
an emergency,  and provided Tenant shall make an employee of Tenant available to
accompany  Landlord  following  Landlord's  notice to  Tenant  of the  necessity
therefor,  Landlord shall not enter the Leased  Premises during the Term of this
Lease without an employee of Tenant accompanying Landlord's representative.

         Tenant hereby waives and releases any right it may have under  Sections
1941 and 1942 of the  California  Civil Code or under any similar law,  statute,
ordinance or common law now or hereafter in effect.

                                     DELAYS

         If Landlord or Tenant is delayed or prevented  from  performing  any of
their respective  obligations  during the Term of this Lease because of strikes,
lockouts,  labor  troubles,  inability to procure  materials,  failure of power,
governmental restrictions or delays in issuing permits (provided that the delays
do not  result  from  Tenant's  actions  or failure to act) or reasons of a like
nature not the fault of the party delayed in performing  such  obligation,  then
the period of such delays shall be deemed added to the time herein  provided for
the  performance of any such  obligation  and the defaulting  party shall not be
liable for losses or damages  caused by such delays;  provided,  however,  that,
subsequent  to the  Commencement  Date,  this Article XVI shall not apply to the
payment  of any sums of money  required  to be paid by Tenant  hereunder  or any
obligation  of Landlord or Tenant that can be satisfied by the payment of money,
and shall not excuse  Tenant from its  obligation  to  continuously  operate its
business  within  the Leased  Premises  in  accordance  with the  provisions  of
Sections 4.1 and 4.2 hereof.

                                  ARTICLE XVII

                                   END OF TERM

         Section 17.1.  Return of Leased  Premises.  Upon the Expiration Date or
earlier  termination of this Lease,  Tenant shall quit and surrender to Landlord
the Leased Premises, broom-clean, in good order and condition, ordinary wear and
tear  excepted,  and shall  surrender  to Landlord all keys to or for the Leased
Premises and inform Landlord of all combinations of locks,  safes and vaults, if
any, in the Leased  Premises.  Subject to the  provisions of Section 3.5 hereof,
Tenant,  at its expense,  shall promptly remove all personal property of Tenant,
repair all damage to the Leased  Premises caused by such removal and restore the
Leased Premises to the condition which existed prior to the  installation of the
property so removed. Any personal property of Tenant not removed within ten (10)
days following the Expiration Date or earlier termination of this Lease shall be
deemed to have been  abandoned  by Tenant  and to have  become the  property  of
Landlord,  and may be retained or disposed  of by  Landlord,  as Landlord  shall
desire.  Tenant's  obligation  to observe or perform the  covenants set forth in
this Section 17.1 shall survive the  Expiration  Date or earlier  termination of
this Lease.
<PAGE>
         Section  17.2.  Holding  Over.  If Tenant shall hold  possession of the
Leased Premises after the Expiration  Date or earlier  termination of this Lease
at  Landlord's  option (a)  Tenant  shall be deemed to be  occupying  the Leased
Premises as a tenant from  month-to-month,  at double the Minimum Rent and other
charges in effect during the last Lease Year immediately preceding such holdover
and otherwise  subject to all of the terms and conditions of this Lease,  or (b)
Landlord may exercise any other remedies it has under this Lease or at law or in
equity including an action for wrongfully holding over.

         Notwithstanding  the foregoing,  if Tenant is negotiating in good faith
with Landlord to renew or extend the Term of this Lease for the Leased  Premises
(or a relocation within the Shopping Center),  then Tenant may occupy the Leased
Premises  on a  month-to-month  tenancy at  one-twelfth  (1/12th)  of the annual
Minimum Rent for the last year of the Term of the Lease.


                                  ARTICLE XVIII

                           COVENANT OF QUIET ENJOYMENT


         Landlord  covenants that if and so long as Tenant pays the Rent and all
other charges provided for herein, and performs all of its obligations  provided
for herein,  Tenant  shall at all times during the Term hereof  peaceably  have,
hold and enjoy the Leased Premises, without any interruption or disturbance from
Landlord,  or anyone lawfully or equitably  claiming  through or under Landlord,
subject  to the terms  hereof  and any  mortgage  or deed of trust to which this
Lease shall be subordinate.


                                   ARTICLE XIX

                                    UTILITIES

     Section 19.1. Utilities.  Tenant agrees to connect to and use the utilities
(including electricity, water, gas, cooling and/or heating system, telephone and
any other  utility)  supplied  to the Leased  Premises  in  accordance  with the
criteria set forth in the Exhibits attached to this Lease,  Landlord's  schedule
of mechanical and electrical design criteria,  Landlord's rules and regulations,
and the rules and  regulations of the utility  companies  supplying the service.
Tenant shall be solely  responsible  for and promptly pay all costs and charges,
including  installation  thereof where applicable,  for all water, gas, cooling,
heat,  electricity,  sewer and  other  utilities  provided  or used in or at the
Leased Premises,  commencing with the Delivery of Possession Date and continuing
throughout the Term of this Lease.  If Landlord shall elect to supply any of the
utilities  used upon or furnished to the Leased  Premises,  Tenant agrees to pay
Tenant's  share  of  Landlord's   hard  and  soft  costs   associated  with  the
installation,  operation,  maintenance and repair of such utility systems, based
on Tenant's  estimated  usage and its pro rata share of such hard and soft costs
as reflected on a monthly invoice to be provided by Landlord; provided, however,
in no event shall  Tenant's  total  charges for  utilities  provided by Landlord
exceed  what  Tenant  would be charged by the local  utility  company if it were
billed directly by such utility as a direct retail customer.  Landlord shall not
be liable to Tenant for any loss,  damage or expense which Tenant may sustain if
the  utilities,  or the quality or character of utilities used upon or furnished
to the  Leased  Premises  are no  longer  available  or  suitable  for  Tenant's
requirements, or if the supply of any such utility ceases or is interrupted as a
result of any cause and no such  change,  interruption  or  cessation of service
shall  constitute  an eviction of Tenant.  Any  furnishing by Landlord of light,
cooling  and/or  heat or power shall be  conditioned  upon the  availability  of
adequate energy sources.  Landlord shall have the right to reduce heat, lighting
and air conditioning within the Shopping Center, including,  without limitation,
the Leased  Premises  and the common  areas,  as  required by any  mandatory  or
voluntary fuel or energy saving allocation, or any similar statute,  regulation,
order or program.
<PAGE>
     Section 19.2. Electricity,  Telephone and Gas. All telephone,  electric and
gas (with gas being available only to food service  tenants) utility required by
Tenant for the Leased  Premises  shall (if  available)  be obtained by Tenant in
accordance with Exhibit D and shall be installed by the  appropriate  company or
utility.  All charges  for such  utility  service  (including  the  installation
thereof)  shall be paid by Tenant  directly to the company or utility  providing
any such service, as and when they --------- become due and payable.

         Section  19.3.  Trash  and  Garbage  Removal.  Tenant  shall be  solely
responsible for trash and garbage removal from the Leased Premises including the
placing  of all  trash  and  garbage  in  containers  provided  by  Landlord  or
Landlord's  contractor for such purpose. In the event Landlord elects to furnish
such service to the tenants in the Shopping  Center,  Tenant  agrees to use only
the service provided by Landlord and to pay for such service (including both the
cost of leasing containers and the cost of removal) monthly, as additional rent,
in  accordance  with the  uniform  schedule  of  charges  to be  established  by
Landlord.  In no event shall Tenant be  obligated to pay Landlord  more for such
trash and garbage  removal  service  than the  prevailing  competitive  rates of
reputable  independent  trash removal  contractors  for service  similar to that
provided by Landlord.

     Section  19.4.  Water and Sewer.  The cost of water and sanitary  sewer for
usage in the  Shopping  Center  shall be  included  in Common  Area  Maintenance
Expenses,  except  for food  service  tenants  which may be billed  directly  by
Landlord or by the supplier of water and sanitary  service and any other tenants
which are billed  directly by Landlord or such supplier.  Landlord  reserves the
right to install a water  meter in the Leased  Premises at any time or from time
to time to  measure  Tenant's  consumption  of water  therein  and  bill  Tenant
directly for the cost of such consumption. Tenant shall pay, as additional rent,
the amount of each bill within fifteen (15) days after such bill is rendered.

     Section 19.5. Grease Interceptors. Landlord, in its commercially reasonable
judgment,  will arrange for regular  periodic service and cleaning of all grease
interceptors  at  Tenant's  expense.  Cost of  service  and  cleaning  of grease
interceptors will be allocated among grease  interceptors  serving food court(s)
and grease interceptors  serving individual tenants in proportion to grease trap
size. Tenants served by individual grease traps will pay their pro rata share of
the cost for their  grease  trap.  The share of grease trap service and cleaning
cost  apportioned  to food court grease traps will be paid by food court tenants
as part of the food court common facilities expenses.


                                   ARTICLE XX

                                  MISCELLANEOUS

     Section  20.1.  Entire  Agreement.  This Lease  together with the Exhibits,
attached hereto and incorporated  herein contains the entire  agreement  between
the  parties  hereto  and  there  are  no  promises,   agreements,   conditions,
undertakings,  or warranties,  or representations,  oral or written,  express or
implied,  between them other than as herein set forth. No change or modification
of this Lease or of any of the  provisions  hereof  shall be valid or  effective
unless the same is in writing  and signed by the parties  hereto.  No alleged or
contended  waiver  of any of the  provisions  of this  Lease  shall  be valid or
effective  unless in writing signed by the party against whom it is sought to be
enforced.

     Section 20.2.  Notices.  No notice or other  communication given under this
Lease  shall be  effective  unless the same is in writing  and is  delivered  in
person or mailed by  registered or certified  mail,  return  receipt  requested,
first class,  postage  prepaid,  or delivered by Federal Express or a comparably
reliable  national air courier  service (i.e. one which  delivers  service in at
least 48  states)  provided  that  any such  courier  service  provides  written
evidence of delivery. Any such notice or communication shall be addressed:
<PAGE>
     (a) If to  Landlord,  at  1300  Wilson  Boulevard,  Suite  400,  Arlington,
Virginia 22209, Attention: General Counsel, or to such other address as Landlord
shall   designate  by  giving  notice  thereof  to  Tenant,   with  a  copy  for
informational purposes only to the Mall Manager of the Retail Development.

     (b) If to  Tenant,  at the  address  set forth for Tenant on page 1 of this
Lease or at the Leased Premises, or such other address as Tenant shall designate
by giving notice thereof to Landlord.

     The date of  service  of any  notice or other  communication  given by mail
shall be the date on which such notice is deposited in the U.S. mails.  The date
of service of any notice given by courier service (as described  above) shall be
one (1) day after deposit with such courier service.

     Section 20.3.  Governing  Law. It is the intent of the parties  hereto that
all questions with respect to the  construction of this Lease and the rights and
the liabilities of the parties hereto shall be determined in accordance with the
laws of the  jurisdiction  in which the Leased  Premises is located and that all
disputes arising hereunder shall be heard and decided in the local  jurisdiction
where the Leased Premises is located.

         Section 20.4.  Successors.  All rights and liabilities herein given to,
or imposed  upon,  the  respective  parties  hereto shall extend to and bind the
several respective heirs, executors, administrators,  successors, and assigns of
the said parties;  and if there shall be more than one Tenant,  or more than one
person or entity acting  collectively as Tenant, they shall all be bound jointly
and severally by the terms,  covenants and agreements herein. Any restriction on
or  requirement  imposed  upon  Tenant  hereunder  shall be  deemed to extend to
Tenant's  Guarantor,  Tenant's  sublessees,   Tenant's  assignees  and  Tenant's
invitees,  and it shall be Tenant's obligation to cause the foregoing persons to
comply with such restrictions or requirements.  No rights,  however, shall inure
to the benefit of any assignee or other  transferee of Tenant,  and no rights or
benefits  shall be conferred  upon any such  assignee or transferee by reason of
this Section 20.4,  unless such rights or benefits shall be expressly  otherwise
set forth in this Lease.

         Section  20.5.  Liability of  Landlord.  Neither  Landlord,  Landlord's
beneficiaries, any persons or entities comprising Landlord, nor any successor in
interest to Landlord (or to such  persons or  entities)  shall have any personal
liability for any failure by Landlord to perform any term, covenant or condition
of this Lease. If Landlord shall fail to perform any covenant, term or condition
of this Lease upon Landlord's  part to be performed,  and if as a consequence of
such default  Tenant  shall  recover a money  judgment  against  Landlord,  such
judgment  shall be  satisfied  only out of the  proceeds of sale  received  upon
execution  of such  judgment  and levied  thereon  against the right,  title and
interest  of Landlord in the  Shopping  Center and out of rents or other  income
from such property receivable by Landlord, or out of the consideration  received
by Landlord from the sale or other  disposition of all or any part of Landlord's
right, title and interest in the Shopping Center, subject,  nevertheless, to the
rights of Landlord's mortgagee,  and neither Landlord nor any of the co-partners
comprising  the  partnership  which is Landlord  herein  shall be liable for any
deficiency. The foregoing limitation of liability shall be noted in any judgment
secured against Landlord and in the judgment index.

     Section 20.6.  Brokers.  Tenant  warrants and represents  that there was no
broker or agent  instrumental  in  consummating  this  Lease.  Tenant  agrees to
indemnify and hold Landlord  harmless  against any claims for brokerage or other
commissions  arising by reason of a breach by Tenant of this  representation and
warranty.

     Section 20.7. Transfer by Landlord. Landlord hereunder shall have the right
to freely assign this Lease without notice to or the consent of Tenant.

     Section 20.8. No  Partnership.  Notwithstanding  the fact that a portion of
the Rent reserved  hereunder may be a percentage  of Tenant's  Gross Sales,  and
notwithstanding  anything else to the contrary,  Landlord shall not be deemed to
be a partner of Tenant or a joint venturer with Tenant.
<PAGE>
         Section  20.9.  Waiver of  Counterclaims.  Tenant  shall not impose any
counterclaim or counterclaims  in a summary  proceeding or other action based on
termination  or holdover,  it being the intent of the parties hereto that Tenant
be strictly  limited in such instance to bringing a separate action in the court
of appropriate  jurisdiction.  The foregoing waiver is a material  inducement to
Landlord making,  executing and delivering this Lease and Tenant's waiver of its
right  to  counterclaim  in any  summary  proceeding  or other  action  based on
termination or holdover is done so knowingly, intelligently and voluntarily.

     Section 20.10. Waiver of Jury Trial. Landlord and Tenant hereby waive trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties  hereto  against the other on, or in respect  of, any matter  whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant hereunder,  Tenant's use or occupancy of the Leased Premises
and/or any claim of injury or damage.

     Section  20.11.  Severability.  If  any  provision  of  this  Lease  or the
application  thereof  to any  person  or  circumstances  shall to any  extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such  provision to persons or  circumstances  other than those as to which it is
invalid or unenforceable,  shall not be affected thereby,  and each provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

     Section 20.12. No Waiver.  No failure by Landlord to insist upon the strict
performance of any term, covenant, agreement, provision, condition or limitation
of this Lease to be kept,  observed or  performed  by Tenant,  and no failure by
Landlord to  exercise  any right or remedy  available  upon a breach of any such
term,  covenant,  agreement,  provision,  condition or limitation of this Lease,
shall  constitute  a waiver of any such  breach or of any such  term,  covenant,
agreement, provision, condition or limitation.

     Section 20.13. Consumer Price Index. As used herein, "Consumer Price Index"
or "Index" shall mean the Consumer Price Index for All Urban Consumers  (1982-84
= 100), U.S. City Average, All Items,  published by the United States Department
of  Labor,  Bureau  of  Labor  Statistics  (or such  comparable  index as may be
utilized in substitution  for or as the successor to the stated Index).  If such
Index is not published by the Bureau of Labor  Statistics or by another  similar
governmental  agency at any time  during the Term of this  Lease,  then the most
closely comparable  statistics on the purchasing power of the consumer dollar as
published by a responsible financial authority and selected by Landlord shall be
utilized in lieu of such Index.

         Section 20.14.  Interest. Any amount due from Tenant to Landlord herein
which is not paid when due shall bear  interest at a rate per annum equal to the
Federal  Reserve Bank discount  rate as published in the Wall Street  Journal on
the 25th day of the month  preceding  the date  upon  which  the  obligation  is
incurred (or the next business day thereafter if the 25th is not a weekday) plus
five percent (5%) unless otherwise specifically provided herein, but the payment
of such  interest  shall not  excuse or cure any  default  by Tenant  under this
Lease. In no event shall any interest calculated hereunder be at a rate which is
higher than the maximum rate which is allowed under the usury laws of the State,
which  maximum  rate of  interest  shall be  substituted  for the rate in excess
thereof, if any, computed pursuant to this Section 20.14.

         Section  20.15.  Excavation.  If an excavation  shall be made upon land
adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation,  license to
enter upon the Leased Premises for the purpose of doing such work as said person
shall deem  necessary  to preserve  the wall or the building of which the Leased
Premises  form a part from  injury or damage and to  support  the same by proper
foundation,  without  any claim for  damages  or  indemnity  from  Landlord,  or
diminution or abatement of Rent.
<PAGE>
     Section  20.16.  Rules and  Regulations.  Tenant  agrees to comply with and
observe all  reasonable  rules and  regulations  established by Landlord for the
Shopping  Center from time to time.  Tenant's  failure to keep and observe  such
rules and regulations  shall  constitute a default pursuant to the terms of this
Lease in the manner as if the same were  contained  herein as  covenants,  which
shall carry with it the same  consequences  under Article XIV hereof as Tenant's
failure to pay rent.

         Section 20.17.  Financial  Statements.  Upon Landlord's written request
from time to time, but not more than once per Lease Year,  Tenant shall,  within
ten (10) days after Landlord's  request  therefor,  furnish  Landlord  financial
statements outlining Tenant's then current financial condition and shall furnish
financial  statements outlining the current financial condition of any Guarantor
of this Lease.  Landlord shall maintain all financial  information provided in a
confidential  manner;  provided,   however,  that  Landlord  may  disclose  such
financial  statements to  Landlord's  mortgagees  or  prospective  mortgagees or
purchasers.

         Section  20.18.  General Rules of  Construction.  (a) This Lease may be
executed in several  counterparts and the counterparts  shall constitute one and
the same  instrument.  (b)  Landlord may act under this Lease by its attorney or
agent. (c) Wherever a requirement is imposed on Tenant  hereunder,  Tenant shall
be required to perform such  requirement  at its sole cost and expense unless it
is specifically  otherwise provided herein. (d) (i) Wherever appropriate herein,
the singular  includes the plural and the plural  includes  the  singular;  (ii)
whenever  the word  "including"  is used  herein,  it shall  be  deemed  to mean
"including,  but not limited to"; and (iii) the words  "re-enter" and "re-entry"
as used herein shall not be restricted to their  technical  legal  meaning.  (e)
Anything in this Lease to the contrary notwithstanding: (i) any provision hereof
which permits or requires a party to take any particular  action shall be deemed
to permit or require,  as the case may be, such party to cause such action to be
taken;  and (ii) any provision  hereof which  requires any party not to take any
particular  action  shall be deemed to require such party to prevent such action
to be taken by any person or by operation of law. (f) Whenever costs or expenses
are required to be assessed to or paid by Tenant,  such costs and expenses shall
be reasonable.

     Section 20.19. Recording.  Neither this Lease nor any memorandum hereof may
be recorded without the express written consent of Landlord.

     Section  20.20.  Effective  Date. For all purposes  hereof,  the "Effective
Date" of this Lease  shall be the date upon  which  this  Lease  shall have been
executed by both parties and  physically  delivered by Landlord to Tenant or its
attorney. Prior to the Effective Date, neither this Lease nor anything hereunder
contained  shall be  legally  binding  on either  Landlord  or  Tenant,  and the
submission of this Lease by Landlord to Tenant prior to such  Effective Date for
examination or consideration by Tenant or discussion between Landlord and Tenant
shall not  constitute  a  reservation  of or option for the Leased  Premises  or
create any legal obligation or liability whatsoever on Landlord.

     Section 20.21. Headings. The captions, section numbers, article numbers and
index  appearing in this Lease are inserted only as a matter of convenience  and
in no way  define,  limit,  construe,  or  describe  the scope or intent of such
sections or articles of this Lease nor in any way affect this Lease.

         Section 20.22.  Managing Agent. Landlord has advised Tenant that it has
appointed  Management   Associates  Limited  Partnership,   a  Delaware  limited
partnership as managing agent of the Retail Development (said managing agent and
any  successor  or  substitute  managing  agent is  hereinafter  referred  to as
"Managing Agent").  Tenant shall, until otherwise notified by Landlord, make all
payments  of Rent  required to be made  pursuant  to this Lease to the  Managing
Agent   payable  to  Landlord  and  direct  all  notices,   inquiries  or  other
communications  to  the  Managing  Agent,  1300  Wilson  Boulevard,  Suite  400,
Arlington, Virginia 22209.
<PAGE>
         Section 20.23.  Non-Discrimination.  Tenant herein covenants by and for
itself,  its successors and assigns,  and all persons  claiming under or through
them,  and this Lease is made and  accepted  upon and  subject to the  following
conditions: That there be no discrimination against or segregation of any person
or group of  persons,  on  account of race,  color,  religion,  creed,  national
original,  ancestry,  handicap,  age,  marital  status,  or sex in the  leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein
leased,  nor shall  Tenant,  for  itself,  or for any person  claiming  under or
through it, establish or permit any such practice or practices of discrimination
or  segregation  with  reference  to the  selection,  location,  number,  use or
occupancy of tenants,  lessees,  sublessees,  subtenants, or vendees in the land
herein leased.

         Section  20.24.  Lease  Contingency.   This  Lease  is  contingent  and
conditioned   upon  the  securing  by  Landlord  of  financing  for  the  Retail
Development  on terms and  conditions,  and at a rate of interest  and in a loan
amount,  satisfactory  to Landlord in its sole and absolute  discretion  (herein
referred  to as the  "Lease  Contingency").  In the  event the  foregoing  Lease
Contingency has not been satisfied on or before December 31, 1999, then Landlord
shall  thereafter  have the right to terminate and cancel this Lease upon thirty
(30) days prior  written  notice to Tenant.  If the Lease  Contingency  shall be
satisfied  prior to the  expiration  of the  aforesaid  thirty  (30) day  notice
period,  then the notice to terminate  and cancel shall be voided and this Lease
shall remain in full force and effect. In the event of termination of this Lease
as herein  provided,  this Lease shall cease and come to an end,  Landlord shall
reimburse  Tenant for any advance  Rent paid,  and there shall  thereupon  be no
further liability or obligations upon either party under or with respect to this
Lease.  Each party  will,  at the  other's  request,  execute an  instrument  in
recordable  form  containing  a release and  surrender  of all right,  title and
interest in and to this Lease.

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

WITNESS: LANDLORD:

ORANGE CITY MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

By: Orange City Mills, L.L.C., a Delaware limited liability company
Its: General Partner

By: The Mills Limited Partnership, a Delaware limited partnership
Its: Manager

By: The Mills Corporation, a Delaware corporation
Its: General Partner

By: _________________________
Judith Berson
Executive Vice President


By:      ____________________

By:      ____________________                                 TENANT:
<TABLE>
<CAPTION>

<S>                                                           <C>
                                                              TOYS INTERNATIONAL, INC., a California corporation

                                                              By:      __________________
WITNESS/ATTEST:                                               Name:____________________
                                                              Its:     ____________________

                                                              :
                                                              By:      __________________
By:      ____________________                                 Name:____________________
                                                              Its:     ____________________
By:      ____________________
                                                              Tenant's Corporate Seal:

By:      ____________________

By:      ____________________


</TABLE>
<PAGE>
                           ACKNOWLEDGEMENT OF LANDLORD


COMMONWEALTH OF VIRGINIA                    )
                                                     ) ss.
COUNTY OF ARLINGTON                                  )

         On this ____ day of ____________________,  19____, before me personally
appeared Judith Berson,  to me known to be the person who executed the foregoing
Lease and  acknowledged  before me that she was duly  authorized and did execute
same on behalf of ORANGE  CITY MILLS  LIMITED  PARTNERSHIP,  a Delaware  limited
partnership.

                                             -----------------------------------
                                                                   Notary Public
                                             My Commission expires:_____________



                       ACKNOWLEDGEMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                       )


         On  ____________________,  19____, before me  _____________________,  a
Notary   Public  in  and  for  said   state   aforesaid,   personally   appeared
__________________________as                          _______________________and
________________________,  as  _______________________  of  TOYS  INTERNATIONAL,
INC., a California  corporation,  personally known to me (or proved to me on the
basis  of  satisfactory  evidence)  to be the  person(s)  whose  name(s)  is/are
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the  same  in  his/her/their  authorized  capacity(ies),  and  that by
his/her/their  signature(s) on the instrument the person(s),  or the entity upon
behalf of which the person(s) acted, executed the instrument.


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



                                             Notary Public, ____________ County,
                                             My Commission expires:_____________

                                                                 [Notarial Seal]







<PAGE>

                                    EXHIBIT F




                  COMMENCEMENT AND EXPIRATION DATE DECLARATION


LANDLORD:


TENANT:


LEASE DATE:


STORE NUMBER:



     Landlord and Tenant acknowledge and agree that the Commencement Date of the
above   referenced  Lease  is  and  the  Expiration  Date  of  the  Lease  is  .
----------------------------------------------------
--------------------------------------------------------


LANDLORD:                                            TENANT:





By:                                                  By:

Its:                                                 Its:

Date:                                                Date:






<PAGE>


                                    EXHIBIT G

                       WAIVER OF SALES TAX CONFIDENTIALITY



Date:  _________________


     I  authorize  the  Comptroller  of Public  Accounts  to  release  sales tax
information  pertaining  to the  taxpayer  indicated  below to Orange City Mills
Limited  Partnership,  c/o The Mills Corporation,  1300 Wilson Boulevard,  Suite
400,  Arlington,  Virginia  22209. I understand that this waiver applies only at
our retail store located in City Mills at Orange in Orange, California.

     Please  print  or type the  following  information  as shown  below on your
California Sales and Use Tax Permit:


------------------------------------------------------------------------------
Name of Taxpayer Listed on California Sales Tax Permit

------------------------------------------------------------------------------
Name Under Which Taxpayer is Doing Business (d/b/a or Outlet Name)

------------------------------------------------------------------------------
Taxpayer Mailing Address

-------------------------------------------------------------------------------
Physical Location of Business Permitted for Sales Tax in Orange, California

------------------------------------------------------------------------------
California Taxpayer ID Number                     Tax Outlet Number
(As Shown on California Sales Tax Permit)


                                                --------------------------------
                                                            Authorized Signature

                                                --------------------------------
                                              Print Name of Authorized Signature

                                                --------------------------------
                                                Position of Authorized Signature

                                                --------------------------------
                                            Phone Number of Authorized Signature








<PAGE>






                                    EXHIBIT H


                           AGREEMENT OF SUBORDINATION,
                         NON-DISTURBANCE AND ATTORNMENT


THIS AGREEMENT is made this  ________day of  _______________________,  19___, by
and among ORANGE CITY MILLS LIMITED PARTNERSHIP,  a Delaware limited partnership
having an office c/o The Mills  Corporation,  1300 Wilson Boulevard,  Suite 400,
Arlington,  VA  22209  ("Lessor"),   TOYS  INTERNATIONAL,   INC.,  a  California
corporation,  having an office at 550 Rancheros  Drive,  San Marcos,  California
92069 ("Lessee") and BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK AKTIENGESELLSCHAFT,
acting by and through its New York branch,  having offices at Financial  Square,
32 Old Slip,  33rd Floor,  New York, NY 10005,  it successors  and assigns or an
affiliate  ("Lender"),  for itself and as agent  ("Agent") for, and as co-lender
with one or more co-lenders.

                              W I T N E S S E T H :

         WHEREAS,  Lender is providing  financing for CITY MILLS shopping center
in Orange, California (the "Property"):

         WHEREAS, under a certain lease (the "Lease") Lessor did lease, let, and
demise a portion of the Property  (such  portion of the Property is  hereinafter
called the "Premises") to Lessee:

         WHEREAS, Lender had or will become the owner of an indebtedness secured
by, among other things,  a deed of trust,  made by Lessor,  as trustor,  for the
benefit of Lender,  as beneficiary  (the "Deed of Trust"),  and an assignment of
Lessor's  interest  in the  Lease for the  benefit  of  Lender  ("Assignment  of
Leases"):

         NOW, THEREFORE,  in consideration of the covenants,  terms,  conditions
and agreements herein contained, and in consideration of other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

     1. The Lease and all rights and liens created  thereby shall be subject and
subordinate  in all respects to the Deed of Trust and the lien created  thereby,
to  any  advancements  made  thereunder,  and  to  any  increases,   extensions,
modifications or renewals thereof.

     2.  So long  as  Lessee  is not in  default  under  the  Lease  beyond  any
applicable  grace or cure period,  Lender hereby covenants to Lessee that in the
event it obtains title to the Premises, either by foreclosure or by deed in lieu
of foreclosure,  and thereafter obtains the right of possession of the Premises,
that the  Lease  will  continue  in full  force and  effect,  and  Lender  shall
recognize the Lease and Lessee's rights thereunder.

     3.  Lessee  agrees  that from and after the date hereof in the event of any
act or  omission  by Lessor  under the Lease  which would give Lessee the right,
either  immediately  or after the lapse of a period of time,  to  terminate  the
Lease,  or to claim a partial or total  eviction,  Lessee will not  exercise any
such  right (a) until it has given  written  notice of such act or  omission  to
Lender by certified  mail,  return receipt  requested,  and (b) until and unless
Lender fails to remedy such act or omission  within thirty (30) days for any act
or omission  which can be cured by the  payment of money,  or in the case of any
other act or  omission,  as long as  necessary  to remedy such act or  omission,
provided  (i) Lender  commences  such remedy with thirty  days,  and (ii) Lender
pursues  completion of such remedy with due diligence  following  such giving of
notice and following the time when Lender shall have become  entitled  under the
Deed of Trust to remedy the same.  It is  specifically  agreed that Lessee shall
not,  as to Lender,  be entitled to require  cure of any such  default  which is
personal to Lessor, and therefore not susceptible of cure by Lender, and that no
such uncured default shall entitle Lessee to exercise any rights under the Lease
with respect to Lender.

     4. That in the  event the  interests  of  Lessor  under the Lease  shall be
transferred  to  Lender  or any  nominee,  designee,  assignee  of Lender or any
purchaser  at  foreclosure  sale  (Lender or such other  party  referred to as a
"Lender  Party")  by  reason of  foreclosure,  deed in lieu of  foreclosure,  or
similar transaction. Lessee hereby covenants and agrees to make, for the benefit
and  reliance of Lender,  full and  complete  attornment  to the Lender Party as
substitute  lessor upon the same terms,  covenants and conditions as provided in
the Lease, except to the extent otherwise set forth herein.

     5. The  provisions  of this  Agreement be real  covenants  running with the
Property,  and shall be binding upon and inure to the benefit of the  respective
parties  hereto  and  their   respective   heirs,   executors,   administrators,
beneficiaries,  successors and assigns,  including without limitation any Lender
Party.

     6. Notwithstanding  anything contained herein to the contrary,  or anything
to the contrary in the Lease, Lender and any Lender Party shall not be:

     (a) Liable for any act or omission of Lessor, including without limitation,
any delay in opening the Project or the Premises for  occupancy  and any failure
to complete the  construction of the Premises or the Project or any improvements
therein;

     (b) Subject to any  offsets,  claims or defenses  which  Lessee  might have
against Lessor;

     (c)  Required or  obligated  to credit  Lessee with any rent for any period
beyond the then current rental period which Lessee might have paid Lessor;

     (d) Bound by any amendments or  modifications  or voluntary  termination of
the Lease made without  Lender's prior written  consent,  other than exercise of
rights, options or elections contained in the Lease; or

     (e) Bound to or liable for  refund of any  security  deposit  except to the
extent actually received by Lender or a Lender Party.

         7. Lessee shall not, without the express written consent of Agent:

     (a) Cancel, terminate or surrender the Lease, except as provided therein or
in any modification or amendment  specified herein or hereafter  consented to by
Lender;

     (b) After the date  hereof,  enter into any  agreement  with  Lessor or its
successors or assigns,  which grants any concession with respect to the Lease or
which materially compromises, discounts or otherwise reduced the rent called for
thereunder; or

     (c) After the date hereof, prepay rent more than one (1) month in advance.

     8. Lessor and Lessee hereby jointly and severally agree for the benefit and
reliance of Lender, that neither this Agreement, nor any assignment of the Lease
for collateral purposes,  nor anything to the contrary in the aforesaid Lease or
in any modifications or amendments thereto shall, prior to Lender's  acquisition
of Lessor's interest in and possession of the Property (and thereafter,  only to
the extent of the Property and not  personally),  operate to give rise or create
any responsibility or liability upon Lender for the control, care, management or
repair of the Property by any party whatsoever so for any dangerous or defective
condition  of the  Property;  or impose  responsibility  for the carrying out by
Lender  of any of the  covenants,  terms  and  conditions  of the  Lease  or any
modification or amendment  whether or not hereafter  consented to by Lender,  or
for any negligence in the management, upkeep, repair or control of said Property
resulting  in loss,  injury or death to any lessee,  licensee,  invitee,  guest,
employee,  agent or  stranger.  Notwithstanding  anything to the contrary in the
Lease,   Lender,   its  successors  and  assigns  (and  any  Lender  Party,   as
appropriate),  shall be responsible  for performance of only those covenants and
obligations of the Lease accruing  after Lender's its  successors'  and assigns'
(or Lender Party's,  as appropriate),  acquisition of Lessor's  interests in and
possession of the Property.

     9. Lessee  covenants  and agrees to make rental  payments  according to the
terms of such Assignment of Leases upon written demand by Lender in the event of
any default (as described therein). Lessor consents to payments being so made.

     10.  Lessee  agrees  that  this   Agreement   satisfies  any  condition  or
requirement  in  the  Lease  relating  to  the  granting  of  a  non-disturbance
agreement.

     11. Any notices  hereunder  shall be  effective  upon  mailing by certified
mail, return receipt requested,  or delivery by Federal Express addressed to the
recipient at its address set forth in the preambles  hereof or as to each party,
to such other address as the party may designate by a notice given in accordance
with the requirements contained herein.

     12.  This  Agreement  contains  the entire  agreement  between  the parties
hereto. This instrument may be executed in multiple  counterparts,  all of which
shall be deemed  originals and with the same effect as if all parties hereto had
signed the same  document.  Signature and  acknowledgment  pages may be detached
from  the  counterparts  and  attached  to a  single  copy of this  document  to
physically form one document.

EXECUTED as of the date first above written.
<TABLE>
<CAPTION>

<S>                                                  <C>
LESSOR:                                              ORANGE CITY MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

                                                     By:      Orange City Mills, L.L.C., a Delaware limited liability company
                                                     Its:     General Partner

                                                     By:      The Mills Limited Partnership, a Delaware limited partnership
                                                     Its:     Manager

                                                     By:      The Mills Corporation, a Delaware corporation
                                                     Its:     General Partner

                                                     By:      _________________________
                                                              Judith Berson
                                                              Executive Vice President


LENDER:                                              BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK AKTIENGESELLSCHAFT, 
                                                     for itself and as Agent
By:      _______________________________

                                                     Name:                      _______________________________
                                                     Title:                     _______________________________
                                                     By:      _______________________________
                                                     Name:                      _______________________________
                                                     Title:                     _______________________________


LESSEE:                                              TOYS INTERNATIONAL, INC., a California corporation
                                                     By:      _________________________
                                                     Its:     _________________________
                                                     Tenant's Corporate Seal:
</TABLE>

                            ACKNOWLEDGEMENT OF LESSOR


COMMONWEALTH OF VIRGINIA                             )
                                                     ) ss.
COUNTY OF ARLINGTON                                  )

         On this ____ day of ____________________,  19____, before me personally
appeared Judith Berson,  to me known to be the person who executed the foregoing
Exhibit  H and  acknowledged  before  me that  she was duly  authorized  and did
execute  same on behalf of ORANGE  CITY MILLS  LIMITED  PARTNERSHIP,  a Delaware
limited partnership.

                                             -----------------------------------
                                                                   Notary Public
                                             My Commission expires:_____________






                            ACKNOWLEDGEMENT OF LENDER


STATE OF                                                 )
         -----------------------------------------------
                                            ) ss.
COUNTY OF                                             )

         On this ____ day of ____________________, 19____, before me, _________,
notary public,  personally appeared _____________ and ______________,  proved to
me on the basis of  satisfactory  evidence  to be the  persons  whose  names are
subscribed to the within  instrument and  acknowledged  to me that they executed
the same in their  authorized  capacities  and that by their  signatures  on the
instrument  the entity  upon  behalf of which the persons  acted,  executed  the
instrument.

                                                             WITNESS my hand and
                                                                  official seal.

                                             -----------------------------------
                                                                   Notary Public
                                             My Commission expires:_____________

                                                              [Notarial Seal]




                            ACKNOWLEDGEMENT OF LESSEE

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                       )


         On  ____________________,  19____, before me  _____________________,  a
Notary   Public  in  and  for  said   state   aforesaid,   personally   appeared
_______________________________,     as    _______________________    of    TOYS
INTERNATIONAL, INC., a California corporation, personally known to me (or proved
to me on the basis of  satisfactory  evidence) to be the person(s) whose name(s)
is/are  subscribed  to  the  within  instrument  and  acknowledged  to  me  that
he/she/they  executed the same in his/her/their  authorized  capacity(ies),  and
that by  his/her/their  signature(s)  on the instrument  the  person(s),  or the
entity upon behalf of which the person(s) acted, executed the instrument.


                                             -----------------------------------
                                             Notary Public, ____________ County,
                                             My Commission expires:_____________

                                                                 [Notarial Seal]





<PAGE>



================================================================================
 
                         SPECIALTY TENANT LEASE EXHIBIT


================================================================================

                                    EXHIBIT C



                          LANDLORD'S WORK - ROUGH SHELL

Preface

     Work to be performed by Landlord in constructing  the Leased Premises shall
be limited to those items  expressly set forth below as Landlord's  Work in this
Exhibit C ("Landlord's  Work") and Tenant shall pay  Landlord's  charge for such
work as described  herein.  All other items of work,  including the purchase and
installation  of all materials  and equipment  necessary for Tenant's use of the
Leased Premises, shall be provided by Tenant at Tenant's sole expense, and shall
include  but  shall  not be  limited  to those  items  set  forth in  Exhibit  D
("Tenant's Work").

     The  building in which the Leased  Premises are a part shall be designed by
the  architect  and  engineer  retained  by the  Landlord  to design and oversee
construction of the Retail  Development  (herein  sometimes  referred to as "The
Project").  Construction  shall  meet  the  requirements  for a fully  sprinkled
building in accordance with the fire protection and building code program of the
local jurisdictional  authority as well as the Development  Agreement and Master
Declaration governing The Project, if applicable.

     Landlord  shall  provide  Tenant  with a  Tenant  Handbook  (Tenant  Design
Criteria) hereinafter referred to as "Tenant Handbook".

     Except as otherwise provided below,  Landlord shall initially construct the
following:

A.       BUILDING SHELL WORK WITHIN AND AROUND THE LEASED PREMISES

     1. Shell.  Landlord shall construct the building shell (building structure,
insulated  roof and  exterior  walls) in which  the  Leased  Premises  are to be
located.  It is expressly  agreed and understood  that the Leased Premises shall
constitute a portion of an open air mall building.
 
     2. Exterior  Appurtenances.  Public entrance features,  canopies and screen
walls  at the  exterior  of the  building  structure  shall be  provided  by the
Landlord in locations and of the design and in materials  deemed  appropriate by
Landlord.
 
     3. Outside Walls.  If the Leased Premises abuts an exterior wall, such wall
shall be  unfinished on the interior  metal stud with  insulation  only.  Tenant
shall install  drywall on the interior side of the wall from the finished  floor
to the metal roof at Tenant's  expense.  The exterior  side of the wall shall be
finished by the Landlord.
 
     4. Demising Partitions. Demising partitions are not load bearing and Tenant
may not hang fixtures from them.  Should Tenant require structure and/or backing
to accommodate the loading of Tenant's wall hung fixtures, said request shall be
in writing to Landlord for approval.  Additional  structure and backing shall be
furnished  and  installed by Tenant at Tenant's  expense.  Tenant shall  install
drywall,  (taped and floated) and paint on demising  partitions  between  leased
premises up to the roof deck.

     5. Demising Strip.  Where the Landlord  desires,  a vertical demising strip
may be located at the storefront  line between  stores.  The  centerline  and/or
backside  of said strip may or may not  precisely  coincide  with the lease line
defining the Leased Premises.
 
     6. Exterior  Service /Exit Door. Where the Leased Premises abuts an outside
wall, Landlord shall install one (1) 3'0 x 7'-0" (nominal) x 1 3/4" hollow metal
door and frame with (11/2pair  butts and temporary  lockset) as required by Code
or Landlord's  insurance  carrier.  The outside face of door will be finished by
Landlord to match adjacent  construction and may not be modified by Tenant.  The
location of such door ( if any) will be indicated on the Lease Outline  Drawing.
Tenant store name and space number will be applied on or adjacent to the door by
Landlord per Landlord's  Architect's  specification's in accordance with Exhibit
D.

     7. Interior  Service/Exit Door. Where the Leased Premises abuts an interior
service/exit corridor,  Landlord shall install one (1) 3'-0" x 7'-0" (nominal) x
1 3/4" hollow metal door and frame (with 11/2pair butts and temporary lockset) ,
as required by code or Landlord's  insurance carrier.  The hollow metal door and
frame will be finished  painted on the  corridor  side with a color  selected by
Landlord. Tenant's store name and space number will be applied on or adjacent to
the door by Landlord,  per Landlord's  Architect's  specification  in accordance
with Exhibit D.

     8. Floor Slab.  Landlord shall furnish a 4" thick slab on grade with smooth
trowelled concrete surface. The floor elevation will be above the finished floor
elevation in the mall areas adjacent to the Leased Premises.

     9.  Storefronts  and  Bulkheads.  Landlord  shall design and  construct all
tenant  storefronts and bulkheads.  The  configuration  of the storefront  lease
line, as established  by Landlord,  shall be the line beyond which no element of
the  storefront  may  extend  and  may  not  necessarily   follow  the  line  of
construction.  The storefront furnished by the Landlord shall be framed aluminum
storefront  system  with one entry.  The entry  shall be a pair of 3'-0" x 7'-0"
(nominal) medium stile doors and hardware.  A temporary lockset may be installed
by the Landlord. The final lockset and keying shall be by Tenant.

B.       FINISH WORK OUTSIDE OF THE LEASED PREMISES

     1. Exterior  Areas.  Landlord shall provide  parking  areas,  access roads,
delivery  areas,  drainage  systems,  walks,  ramps (if  required),  lighting  ,
landscaping   and  planting,   striping,   signage  and  other   facilities  and
improvements as determined by the Landlord in the exterior common area.

     2. Common Areas.  Landlord  shall provide  courts and  entry-ways,  lighted
delivery  areas,  service  and  exit  corridors,  ramps  (if  required),  public
restrooms,  meter and valve rooms or areas, and all other areas,  facilities and
buildings used in the maintenance and operations of The Project as determined by
the Landlord.

C.       BUILDING UTILITY SYSTEMS SERVING THE LEASED PREMISES

     1. VAC System.  Landlord  will  provide a roof-top  air  conditioning  unit
("RTU"). The Landlord will install a roof opening,  curb and RTU. Landlord shall
provide a  connection  point within the Leased  Premises  for Tenant's  sanitary
vent.

     2. Electrical  System.  Landlord shall bring primary  electrical service to
the Retail Development. An empty conduit only, shall be extended by the Landlord
from an  electrical  room to a point within the Leased  Premises as indicated on
the Lease  Outline  Drawing.  Electrical  service  furnished  by Landlord  shall
consist of 277/480 volt, 3 phase,  four wire service of size and capacity values
as described in the Tenant  Handbook.  Tenant to complete  electrical  system in
accordance with Exhibit D and the Tenant Handbook.

     3. Plumbing  System.  Landlord  shall provide a valved and capped  domestic
cold water line,  and a sanitary sewer line at the rear of Leased  Premises,  as
indicated on the Lease  Outlines  Drawing.  Tenant shall  connect to  Landlord's
plumbing  system and extend  services  within the Leased  Premises  according to
Tenant's approved plans and in accordance with requirements of Exhibit D and the
Tenant Handbook.

     4.  Sprinkler  Systems.   Landlord  shall  install  a  wet  sprinkler  fire
protection system within the Leased Premises.  The system shall include, but not
be limited to,  risers,  bulk mains,  cross mains,  branch  lines,  and upturned
sprinkler heads at the underside of the ceiling. Within the Leased Premises, the
sprinkler  system provided by the Landlord shall have one (1) sprinkler head per
100 square  feet of Leased  Premises.  The  quantity  of heads  provided  by the
Landlord shall be the minimum  required by Code or local governing  authorities.
Mains and cross  mains  shall be  designed  to accept  additional  heads up to a
maximum coverage of one (1) head per 80 square feet of Leased Premises. Landlord
shall design the  sprinkler  system to code in  accordance  with the  Landlord's
white box drawings for the Leased Premises.

     5.  Telephone  System.  Landlord shall provide either an open cable tray or
empty conduit from a telephone  junction  board to a point within or adjacent to
the Leased Premises as indicated on the White Box drawings.

     6. Gas  Distribution.  Landlord  shall  negotiate  with the  local  utility
company providing gas service to bring gas service to a  service/metering  point
in the Retail  Development.  Any available  gas service,  including the quantity
thereof,  will  depend  upon the  availability  of gas  provided  to  Landlord's
building by the Utility Company. Gas service is available to Restaurant and Cafe
Tenants for cooking purposes only and for a built-in gas furnace in the Tenant's
VAC Unit.  Tenant's requiring gas shall arrange with the local utility providing
gas service for the service connection at the servicing/metering  point provided
in the Retail  Development.  The  Landlord  reserves  the right to allocate  gas
service within The Project if the utility  company  providing the service limits
the quantities of gas supplied to The Project.

D.       GENERAL PROVISIONS

     1. Minor  changes in any plans or  specifications  covering the  Landlord's
scope of work which may be necessary  during the design or  construction  of The
Project or the Leased  Premises shall not in any way invalidate the terms of the
Lease or this Exhibit C, nor shall it require that the Landlord provide any work
not described herein.

     2. Landlord shall have the right to specify or change the location,  either
before or after the  construction  of all utility lines,  condenser water lines,
condensate  drain  lines,  drains,  sprinkler  mains and valves,  and such other
facilities  within the Leased  Premises as are necessary by  engineering  design
and/or Code Requirements.  These items as described above shall be located so as
not to  materially  interfere  with the  Tenant's  use of the  Leased  Premises.
Landlord shall have the right to relocate and specify the location of mechanical
and other equipment on the roof over the Leased Premises.

   
     3.
    

       
     4. Landlord shall have the right to perform,  at Tenant's  Expense,  any of
the Tenant's  Work which the Landlord  determines  in its sole  discretion to be
performed (a) immediately  and/or on an emergency basis for the best interest of
The  Project,  (b) to the  extent  required  for  Landlord  Compliance  with all
applicable  building  codes,  or,  (c) to the  extent  necessary  to obtain  any
Certificate  of  Occupancy  required by the  Landlord or any other tenant in The
Project.

================================================================================

                         SPECIALTY TENANT LEASE EXHIBIT


================================================================================


EXHIBIT D



                           TENANT'S WORK - ROUGH SHELL

Preface

This  Exhibit "D" is intended to describe  the  obligation  of the Tenant in the
design and construction of the Leased Premises.  Landlord's Work will be limited
to the work described in Exhibit C. Landlord's Work for Tenant in this Exhibit D
will be  accomplished  by  Landlord  at  Tenant's  expense.  The work of  Tenant
described in Exhibit D is intended to complete the Leased Premises in accordance
with  Tenant's  drawings  as  approved  in  writing  by  Landlord  to a finished
condition  ready for the  conduct of business  therein  ("Tenant's  Work").  All
finished  installations  will be deemed  incomplete  until approved by Landlord.
Tenant's  Work shall  conform to the  procedures,  schedules  and  reimbursement
requirements  set forth in  Sections  2 and 3 of this  Exhibit.  Exhibit D shall
govern over any inconsistencies with Exhibit C.

Landlord and Tenant have a common interest in opening the Leased Premises on the
Commencement  Date. To this end, Landlord will coordinate its work with Tenant's
Work insofar as the schedule for such Commencement Date and prudent construction
practice will allow and will assign one or more tenant  coordinators to function
as liaison between Tenant and Landlord. Further to this end, Tenant and Tenant's
contractors  agree to abide by  Landlord's  Construction  Rules and  Regulations
which may be  issued  from time to time.  In order to ensure  that the  Tenant's
store interior and signage design are orderly and aesthetically coordinated with
Landlord's  building,  and to ensure  that  Landlord's  storefront  and  signage
requirements are understood by Tenant,  its designers,  engineers,  contractors,
and other  representatives,  Landlord  has drafted and Tenant  shall  follow the
architectural  and signage  criteria  established in the Tenant Handbook (Tenant
Design  Criteria)  hereinafter  referred  to as "Tenant  Handbook".  In order to
ensure that the Tenant's VAC, (venting,  airconditioning) systems are compatible
and coordinated with the Landlord's building,  and to ensure that the Landlord's
VAC,  plumbing  and  electrical  requirements  are  understood  by  Tenant,  its
designers,  engineers,  contractors,  and other  representatives,  Landlord  has
drafted  and  Tenant  shall  follow  the  mechanical  and  electrical   criteria
established in the Tenant Handbook.

All Tenant  construction  shall be in accordance  with the  requirements  of all
applicable codes,  ordinances,  rules and regulations of all authorities  having
jurisdiction  over  the  work  including  all  requirements  of  the  Landlord's
insurance carrier.

     Construction  shall  conform to the  requirements  for a fully  sprinklered
building in accordance with the fire protection and building code program of the
local  jurisdictional  authority as well as the  Development  Agreement  and the
Master  Declaration  governing "The Project" if applicable.  Tenant shall secure
all  necessary  permits  including,  but not  limited to,  occupancy  and health
department  permits from the  jurisdictional  authorities in sufficient  time to
allow Tenant to open the Leased Premises on the Commencement  Date. Tenant shall
furnish to Landlord upon receipt,  copies of all building  permit  applications,
statements,  amendments  and the  like,  and all  permits,  inspection  reports,
certificates, and other documents as required by authorities having jurisdiction
of The Project.

Tenant, at its sole cost and expense,  shall perform all work other than work to
be  performed  by Landlord as set forth in Exhibit C,  required to complete  the
Leased  Premises  to a finished  condition  ready for the  conduct  of  business
therein.

All of  Tenant's  Work  within the Leased  Premises  performed  pursuant to this
Section  l  shall,  for the  purpose  of this  Lease to which  this  Exhibit  is
attached,  shall be deemed to be  improvements  made to the Leased  Premises  by
Tenant at Tenant's expense.

SECTION 1 - TENANT CONSTRUCTION WORK WITHIN THE PREMISES

A.       GENERAL CRITERIA

         The criteria  and outline  specifications  set forth  herein  represent
minimum  standards  for the  design,  construction,  and  finish  of the  Leased
Premises by Tenant.

     1. Jurisdictions and Codes. The project is being developed in and under the
jurisdictions  of the  State,  County,  and the City in  which  The  Project  is
located.  All design and  construction  work shall  comply  with all  applicable
statutes,   ordinances,   regulations,  laws  and  codes  and  the  requirements
pertaining  to  service  and  utilities  furnished  by  utility  companies,  all
applicable  state,   county,  and  local  statutes  and  ordinances,   and  OSHA
regulations.  All design  construction shall meet the requirements stated in the
guidelines for the American Disabilities Act (ADA).

     2. Permits and Approval.  Prior to the  commencement of  construction,  all
building and other  permits  shall be obtained  and posted in a prominent  place
within the Leased  Premises.  Landlord's  written  approval shall be obtained by
Tenant prior to the  undertaking  of any  construction  work which deviates from
Tenant's approved Store Working Drawings and  Specifications,  or which modifies
whatsoever  Landlord's  building shell or utilities,  or any work not explicitly
shown on said Store Working Drawings and Specifications.  Landlord's approval of
the foregoing  shall not  constitute  the  assumption of any  responsibility  by
Landlord for the  accuracy or  sufficiency  thereof,  and Tenant shall be solely
responsible.

     3. Floor Loads.  The slab  on-grade has been designed to carry a total load
(dead and live) of 125 pounds per square  foot.  Any  loading  imposed by any of
Tenant's Work,  either on a temporary or permanent  basis,  shall not exceed 125
lbs./SF ("Allowable Load").

     4.  Standard  Project  Details.  Standard  Project  Details,  as  issued by
Landlord's  Architect  from time and time and as they pertain to Tenant's  Work,
shall govern with respect to Tenant's Work.  Such details shall be  incorporated
into the  Tenant's  Store  Working  Drawings and  Specifications  for the Leased
Premises.

     5.  Materials.  Only  new,  first-class  materials  shall  be  used  in the
construction of the Leased Premises.  Used,  first-class  materials for interior
architectural facades and fixtures may be used provided such materials are noted
on the Tenant's plans and approved by Landlord through field inspection.

     6. Field  Conditions.  From time to time, the Tenant is obligated to verify
conditions  pertaining to the Leased Premises prior to and after commencement of
construction of its Leased  Premises.  Tenant shall coordinate its work with the
work of Landlord,  other tenants,  and with existing conditions above, below and
adjacent  to the Leased  Premises.  Tenant  shall make  changes as  required  to
accommodate such work or conditions.

     7. Tenant Handbook.  Landlord shall provide Tenant with the Tenant Handbook
and Tenant  shall  comply with all design  criteria,  procedures  for  drawings,
specifications,  and construction,  and other rules,  regulations and provisions
therein.  To the extent,  if at all, that the Tenant  Handbook may conflict with
the  provisions of this Exhibit D, the  provisions of the Tenant  Handbook shall
govern.

B.       ARCHITECTURAL FINISHES

     1. Floors.  Tenant's  finish floor covering  materials must be selected and
adapted in thickness to  correspond  in elevation  exactly with the level of the
finished surface material of the mall common area. Quality floor materials, such
as carpeting,  glazed or unglazed tile, wood parquet or marble, shall be used in
the sales area of the Leased Premises.  However carpet is not allowed within the
first 5'-0" of the Leased Premises. All flooring finish materials are subject to
Landlord's approval

     2.  Storefront.  Tenant's  storefront  shall be designed and constructed by
Landlord as provided in Exhibit C and as described in the Tenant Handbook.

     3. Interior Partitions. All interior partitions by Tenant within the Leased
Premises shall be metal stud with 5/8" gypsum board  construction,  and shall be
taped,  floated,  sanded,  and painted.  Any  combustible  materials  applied to
partitions  shall meet all flame  spread and smoke  generation  requirements  of
jurisdictional  authorities and receive a U.L. labeled fire retardant coating if
required  by  code.  Any  Tenant  penetrations  of  rated  partitions  shall  be
specifically  approved in writing by Landlord  and  governing  authorities  as a
portion of the permitting process.

     4. Demising Partitions. Demising partitions are not load bearing and Tenant
may not hang fixtures from them.  Should Tenant require structure and/or backing
to accommodate the loading of Tenant's wall hung fixtures, said request shall be
in writing to Landlord for approval.  Additional  structure and backing shall be
furnished  and  installed by Tenant at Tenant's  expense.  Tenant shall  install
drywall,  taped,  floated,  sanded and  painted on demising  partitions  between
Tenant spaces up to at least 12' - 0" above  concrete.  Drywall may be placed on
demising partition above 12'-0" without Landlord's specific approval.

                  A demising cap,  supplied by the Landlord will be installed on
the  storefront  glass  at the  location  of the  demising  partition  or at any
location along the storefront that the landlord deems necessary.

         5. Exterior Walls. Tenant shall install all finishes on the inside face
of exterior walls up to deck within Leased Premises.

         6. Service and Exit Corridor  Partitions.  Any Tenant  penetrations  of
rated partitions,  and relocations  and/or additions to Landlord  furnished exit
doors,  shall be  specifically  approved  in writing by Landlord  and  governing
authorities  as a portion  of the  permitting  process.  Any  framing,  cutting,
patching of the corridor wall  surfaces  including the building of vestibules to
provide for the  non-impingement  of the door into the corridor traffic way, and
other  work  related  construction  shall be  coordinated  and  consistent  with
Landlord's  Work  (including but not limited to the provision of 4'-0" high 1/4"
masonite board and metal  cornerguards).  On walls dividing the Leased  Premises
from service and exit  corridors,  or other rated  enclosures,  the Tenant shall
provide on the  Tenant's  side,  sufficient  layers of drywall to  complete  the
necessary  rating.  All materials  used in corridor  construction  shall be fire
rated.  Any  Tenant  penetrations  of rated  partitions  shall  be  specifically
approved in writing by Landlord and  governing  authorities  as a portion of the
permitting process.

         7. Additional Interior  Service/Exit  Corridor Doors. If Tenant desires
additional  service access to the Leased Premises other than what is provided by
Landlord in Exhibit C, then Tenant  shall such submit a request to the  Landlord
in writing.  Upon receiving  written approval by the Landlord,  the tenant shall
provide and install an interior hollow metal door,  labeled as required,  with a
hollow metal frames,  and all hardware,  in accordance with governing codes. Any
framing,  cutting,  and patching of the corridor  wall  surfaces  including  the
building of vestibules to provide for the  non-impingement  of the door into the
corridor traffic way, the other work related thereto shall be the responsibility
of the  Tenant.  Hollow  metal  door and frame are to be finish  painted  on the
corridor  side with a color  selected by Landlord.  Tenant's  store name will be
applied  on or  adjacent  to the door by  Landlord,  at  Tenant's  expense,  per
Landlord's Architect's specifications.

     8. Door  Relocation.  The  relocation of any exterior  Tenant door shall be
performed by Landlord at Tenant's sole expense and must be coordinated  with the
structure of Landlord's building.

     9. Door Hardware.  Tenant shall furnish and install all door locks and exit
devices on all interior service doors,  exterior doors, exit corridor doors, and
storefront, using hardware recommended by Landlord in the Tenant Handbook.

     10. Ceiling.  All work related to ceiling and ceiling  treatments,  if any,
shall be the  responsibility  of Tenant.  Tenant's ceiling shall be limited to a
ceiling height not less than 6" above the height of the  storefront,  nor higher
than the maximum heights indicated in the Tenant Handbook.

     All ceilings and ceiling  treatments shall be on  non-combustible  material
approve by Landlord and shall  maintain  the degree of openness  required by the
jurisdictional authority and/or described in the Tenant Handbook. All structural
loads shall be specifically  approved to Landlord's  structural engineer for the
location and method of support.

         If Tenant's  interior  partitions and ceiling  configuration  cause the
requirement  of  additional  sprinkler  heads,  such  additional  heads shall be
installed  by  Landlord's  designated  contractor  at Tenant's  expense  (unless
otherwise agreed upon by Landlord in writing) both as required by jurisdictional
authority and landlord's insurance carrier.

     11. Interior  Finishes.  All finished  interior  surfaces must be materials
approved by Landlord for appearance. All Tenant fixtures,  furniture,  carpeting
(including  underlayment),  upholstery  materials,  drapery and other furnishing
must comply with flammability of materials and smoke generation requirements for
furniture and furnishings of local jurisdictional authorities. All wood shall be
fire retardant in accordance  with code  requirements.  All wood in contact with
the floor shall be termite retardant.

     12.  Finish  Hardware.  Commercial  grade finish  hardware,  labeled  where
required, shall be used throughout. If Tenant adds additional door(s) other than
what is provided in Exhibit C then  commercial  grade finish  hardware,  labeled
where  required,  shall be used.  All doors shall have at least one and one-half
(1-1/2) pair butts,  wall or floor stops,  kick plates,  lock sets and push-pull
plates as required. All exit doors shall have hardware as required by Code.

     13. Toilet Rooms.  Tenant shall construct  restroom  facilities,  fixtures,
toilet  partitions,  and building  specialty  items such as toilet room mirrors,
dispensers,  paper  holders and amenities to fully meet the ADA  Guidelines  and
local codes.

     14. Mezzanines. Mezzanines will not be permitted.

     15. Layout and Painting of Exposed Mechanical and Electrical  Systems.  All
Tenant  installed  duct  work,  conduits,  pipes  and any  other  mechanical  or
electrical  equipment  exposed to public view from outside the Leased  Premises,
shall be laid out and  installed  in a neat and  orderly  configuration.  Tenant
shall  paint  the above  tenant  improvements  with a color and  finish to match
Landlord's finish if such improvements can be seen from the mall common area.

     16. Soundproofing. Tenant shall take all precautions to ensure sound is not
transmitted to adjacent tenant spaces or the mall common area.

C.       STRUCTURAL

     1. Modifications. Any alterations,  additions, and/or reinforcements to the
structure of Landlord's building required to accommodate  Tenant's Work, must be
designed by a registered  structural engineer at Tenant's expense.  Tenant shall
leave the structure of  Landlord's  building as strong or stronger than original
design and with finishes unimpaired.  Tenant's architect shall calculate or have
calculated the structural loads caused by Tenant's improvements and submit those
calculations for written approval by Landlord and Landlord's  Architect prior to
Tenant's construction.

     2.  Loading.  All  loads  individually  hung  from the  structure  shall be
specifically  approved by Landlord's structural engineer for location and method
of support.


D.       VENTING AND AIR CONDITIONING

     1.  VAC  System.  A  complete  air  conditioning  system  to suit  Tenant's
requirements shall be designed, furnished, installed and maintained by Tenant in
accordance with the requirements of the Tenant Handbook. Tenant's portion of the
VAC system shall include  roof-top air  conditioning  units(s)  ("RTU"),  ducts,
insulation, fire dampers, outlets, grilles and controls to maintain temperatures
per Tenant  Handbook.  All Tenant  ductwork  shall be  internally  insulated and
Tenant  shall make all  connections  to Landlord  installed  systems in a manner
fully satisfactory to Landlord. Landlord shall install roof-top curb at Tenant's
expense.

     2. Toilet Exhaust System.  Tenant  installed toilet  facilities  within the
Leased Premises shall include a complete toilet exhaust system according to Code
and the requirements of the Tenant Handbook.

     3. Smoke Venting. If the authority having jurisdiction  requires individual
smoke  venting from the Leased  Premises,  Tenant,  at Tenant's  expense,  shall
provide the complete  required smoke system,  discharging  vertically  through a
roof vent at sufficient velocity to carry the discharge away from any intakes on
the roof.  Roof vents will be installed by Landlord's  designated  contractor at
Tenant's expense and in accordance with the Tenant Handbook.

     4. Exhaust/Negative  Pressure. All exhaust and make up air systems shall be
by Tenant in accordance with Exhibit D and the Tenant Handbook. As determined by
Landlord, all Tenants producing odors within their premises shall be required to
install full height partitions and provide  supplemental exhaust to the exterior
of the  building  to keep  the  premises  at a  negative  pressure  relative  to
Mainstreet and all adjacent areas

E.       ELECTRICAL

     1. System.  Tenant shall design,  furnish,  install and maintain a complete
electrical  distribution  system,  including  but not limited to  conductors  to
electrical room connected to load side of Landlord's  check meter.  Tenant shall
provide the transformer, distribution panels, circuits, conductors, fixtures and
devices,  within the Leased Premises in accordance with the  requirements of the
Tenant Handbook. No appurtenances,  including but not limited to light fixtures,
antennas,  signs,  etc.,  will  be  affixed  to the  exterior  walls  or roof of
Landlord's  Building without Landlord's express written  permission.  Electrical
design shall meet standards set forth in Tenant Handbook and identified by Code.

     2. Electrical Construction.

     a. Material - All electrical  materials shall meet National Electrical Code
Standard,  unless a better grade is required by local Code. All materials  shall
be new and shall bear evidence of approval by Underwriter's Laboratory (UL). ALL
CONDUCTORS SHALL BE COPPER. ALUMINUM CONDUCTORS WILL NOT BE ALLOWED.

     b. Lighting  Fixtures - Tenant is required to provide light fixtures within
the first 5' of store per the quantity, layout & fixture types designated in the
Tenant Handbook. Recessed fixtures installed in furred spaces shall be connected
by means of flexible  conduit and approved  fixture wire,  connected to a branch
circuit outlet box which is independent of the fixture.

   
     c.  Fluorescent  Fixtures - All fixtures shall be provided and installed by
Tenant  with  switch  legs and local  switches  rated 20 amps at 277 volts.  All
fluorescent  fixtures  shall  have  internal  protection  devices.   Fluorescent
ballasts shall be high power factor type with individual  non-resetting overload
protection.  Ballast  harmonics  may not  exceed  that  Total  Harmonic  Current
Distortion  allowable by the electric utility.  All lamps subject to public view
shall have warm white deluxe or better color rendition. Cool white may be used .
    

     d. Electric  Meter - Landlord will provide  electricity  from a check meter
and redistribute to tenants.

     e. Panel Boards - Panel boards shall be furnished  and installed by Tenant.
120/208 volt panels and 277/480  volt panels shall both be equipped  with single
or multiple pole bolted thermal magnetic breakers.

     f. Short Circuit Ratings - Tenant's electrical distribution system shall be
designed to withstand and safely  interrupt an available  short circuit  current
indicated in the Tenant Handbook.

     g.  Transformer  -  All  necessary  transformers  shall  be  furnished  and
installed  by  Tenant.  All  ceiling  hung  transformers  shall be  approved  by
Landlord's Structural Engineer for location and method of support.

     h.  Nameplates - The following  equipment shall be identified with engraved
Bakelite nameplates:  distribution  panels, motor starters,  lighting panels and
push-button stations.

F.       PLUMBING

     1. System.  Tenant shall connect to Landlord's plumbing system as described
in Exhibit C and the Tenant Handbook.  Tenant shall provide a complete  plumbing
system within the Leased  Premises,  including but not limited to,  fixtures and
toilet  accessories as required by Code.  Tenant shall provide  accessible clean
outs  in  toilet  areas.  Plumbing  work  must  be  installed  according  to all
appropriate Codes and requirements of the Tenant Handbook.  Landlord's  approval
of Tenant's plans is not a statement that the plans are in compliance  with Code
or  other  local  requirements.   Tenant  shall  be  required  to  provide  vent
connections and a toilet room exhaust connection, if necessary, through the roof
as required by Code and the Tenant Handbook.  All such penetrations  shall be by
Landlord's designated contractor at Tenant's sole expense.

     2. Water  Heaters.  Electric water heaters shall be automatic and a maximum
capacity  of 2  k.w.  All  units  shall  be  UL  approved  and  conform  to  the
requirements   of   the   local   Energy   Code.   Water   heaters   must   have
temperature/pressure relief valves with discharge piping according to Code.

     3. Water Meters.  Tenant shall furnish and install water meters at Tenant's
expense in accordance with the Tenant Handbook.

     4.  Condensate  Drains.  Tenant shall extend and connect  condensate  drain
line(s) from RTU(s) in accordance with the Tenant Handbook.

     5. Connection.  If Tenant's  restroom  location,  on Tenant's  Construction
Documents  does not  coincide  with  Landlord's  utility  location,  Tenant,  at
Tenant's   expense,   shall  move  utility   lines  to  coincide  with  Tenant's
Construction  Documents with Landlord's prior approval.  All cutting and placing
of concrete is by Tenant.

G.       FIRE PROTECTION SYSTEM

     All revisions to the fire  protection  system  required by Tenant's  layout
shall be performed by  Landlord's  designated  sprinkler  contractor at Tenant's
sole  expense  (unless  otherwise  agreed  upon by  Landlord  in  writing).  The
sprinkler  contractor  shall design system revisions in accordance with Tenant's
Construction  Documents.  Such designs may involve  additional heads,  relocated
heads, heads in refrigeration boxes, toilet rooms, kitchen exhaust ducts, and/or
at Tenant's request,  heads located to conform with Tenant's ceiling pattern and
layout.  All  design  and  construction  shall  be  governed  by  Code  and  the
requirements of Landlord's insurance carrier.

     Tenants are required by local code to provide fire extinguishers,  at least
one to be  installed  within 25 feet of the  Tenant's  entry off the mall common
area.

H.       TELEPHONE

     Tenant  shall  arrange  directly  with  the  local  Telephone  Company  for
telephone service. The local Telephone Company will bring telephone service to a
point  inside the Leased  Premises  via a raceway  provided by  Landlord  and as
described in Exhibit C. Tenant  shall  furnish,  install and maintain  telephone
wiring and equipment within the Leased Premises to suit Tenant's requirements at
Tenant's expense.

I.       SIGNAGE

     1. Tenant Store  Signs- Each Tenant is required to have two (2)  storefront
signs.  All signs shall be designed,  constructed and located in accordance with
Landlord's  Sign Criteria,  Exhibit E, the Tenant  Handbook,  and as approved by
Landlord.  All signage  shall meet  criteria  set forth by local  jurisdictional
authorities and code.

     2. Suite Number and Tenant Trade Name. Landlord shall furnish and install a
suite number and Tenant trade name of Landlord's  design at all exterior  Tenant
doors and interior  service/exit  corridor  doors.  Landlord  shall also install
suite number on the Tenant's storefront


J.       FIXTURES AND FURNISHINGS

Tenant  shall  furnish  and  install  in  the  Leased   Premises  all  fixtures,
furnishings,   equipment,  shelving,  trade  fixtures,  leasehold  improvements,
interior decorations,  graphics, signs, mirrors, cornices, covers and decorative
light fixtures,  portable fire  extinguishers as required by Code and the Tenant
Handbook, and other special effects, all as approved by Landlord.

All Tenant improvements,  other than ceilings,  and lighting fixtures,  shall be
floor-mounted unless written approval is obtained from Landlord.

K.       MISCELLANEOUS REQUIREMENTS

1. Tenant's Contractor.  Work undertaken by Tenant at Tenant's expense (a) shall
not be awarded to Landlord's  contractor  without Landlord's written consent and
(b) may only be awarded to a reputable and bondable  contractor  or  contractors
licensed to do  business  in the State,  County and City in which The Project is
located.  Tenant's  general  contractor  shall give  Landlord a $2,000  security
deposit before  commencement of construction.  The security deposit will be held
against any breakage  caused by Tenant's  contractor  and shall be refunded when
Landlord's construction punchlist is completed.

         Tenant's  contractor  shall adhere to  Landlord's  policy of a drug and
alcohol free workplace.

     2.  Equipment   Screening.   Tenants  requiring  mechanical  or  electrical
equipment,  antennas,  and the  like  shall  not be  placed  on the  roof or the
exterior of the building without the prior express written approval of Landlord.
All such  equipment,  if allowed,  shall be screened from the view of the public
from any point within the project site.  All screening  materials,  construction
details,  and construction  techniques shall be approved by Landlord in writing,
prior to any such work by Tenant. --------------------

     3.  Clean-Up.  Tenant  shall cause its  contractors  to maintain the Leased
Premises in a clean and orderly  condition  during  construction.  All  unusable
shipping  containers,  packaging,  and other  debris  shall be  broken  down and
contained  within the Leased  Premises  until removed by Tenant's  contractor to
containers provided by Landlord outside Landlord's Building. --------

     Flammable waste must be confined to covered metal  containers until removed
by Tenant. All usable construction material, equipment,  fixtures,  merchandise,
etc. must always be contained within the Leased Premises.  Common Areas, courts,
arcades, public corridors, service/exit corridors and the exterior of Landlord's
Building  shall be kept clean at all times.  If Tenant fails to clean up, Tenant
hereby authorizes Landlord to clean up for Tenant at Tenant's expense.

     4. Full Payment.  Tenant shall satisfy Landlord that adequate  arrangements
have been made to ensure that all Tenant's contractors shall be paid in full for
work  ordered  by  Tenant.  Tenant is advised  to  familiarize  itself  with the
mechanic's lien laws in the State in which The Project is located and shall hold
the Landlord  harmless for any liens filed  against the property of the Landlord
for the work of the Tenant. ------------

     5.  Character  of  Employees.  Tenant  will not employ any unfit  person or
anyone  not  skilled  in the  work  he is  performing,  or any  workman  that is
incompatible  with the  balance  of the work force or who will  cause,  or whose
presence  will  cause,  labor  disputes  or work  stoppages.  In the  event  any
employee(s) of Tenant or Tenant's  contractor(s)  causes a labor dispute or work
stoppage,  Tenant expressly agrees to have such employee(s)  immediately removed
from the Project upon  Landlord's  request,  and that Tenant's  failure to do so
shall  constitute  an event of Default  under the  Tenant's  Lease of which this
Exhibit is a part.

     SECTION 2: PROCEDURE AND SCHEDULES FOR THE COMPLETION OF TENANT'S PLANS AND
SPECIFICATIONS

     Unless  otherwise  notified by Landlord,  all prints,  specifications,  and
other  material to be furnished by Tenant as herein  required  shall be sent to:
Tenant Coordinator (Address to be furnished when available).

     Tenant shall engage an architect ("Tenant's  Architect")  registered in the
State  and  licensed  to do  business  in the  County  and the City in which The
Project is located to prepare  the Working  Drawings  and  Specifications  to be
submitted for Landlord's approval. The fees for Tenant's Architect shall be paid
by the Tenant.

     On each  occasion  that Tenant  shall fail to submit or resubmit  drawings,
specifications or any amendments thereto within the time periods provided for in
this Exhibit D, and such failure  continues for five (5) days  following  notice
from  Landlord that such  drawings,  specifications  or  amendments  thereto are
overdue,  Tenant shall pay to Landlord a fee in  accordance  with the  following
schedule for additional coordination and other services. The payment of this fee
shall not excuse Tenant from default for failure to submit or resubmit  drawings
or  specifications  and shall not  preclude  the  exercise  of  default or other
remedies by Landlord.

Floor Area of Leased Premises                                 Applicable Amount
1,500 or less sq. ft.                                                 $   250.00
1,501 - 5,000 sq. ft.                                                 $   500.00
5,001 or more sq. ft.                                                 $ 1,000.00

A.       LEASE OUTLINE DRAWINGS

Following execution of the Lease of which this Exhibit is a part, Landlord shall
furnish  Tenant with two (2) prints of the Lease  Outline  Drawing  (LOD) giving
technical  and design  information  relative to the Leased  Premises  along with
other drawings that may be helpful to Tenant in the design of its store.

B.       STORE DESIGN DRAWINGS

1. Within thirty (30) days of whichever of the  following  shall be the later to
occur:  (a) receipt of Lease Outline  Drawing from Landlord or (b) the execution
of the  Lease;  the  Tenant  shall  submit  to  Landlord  one (1)  set of  sepia
reproducible  prints  and three  (3) sets of  blueline  prints  of Store  Design
Drawings,  showing the intended  design,  character,  and finishes of the Leased
Premises. The Store Design Drawings shall comply with the design criteria of The
Project as described in this Exhibit D and in the Tenant  Handbook and shall set
forth the requirements of Tenant within the Leased Premises. Said Drawings shall
include, but not be limited to the following:

     a. Architectural design of the space,  including an elevation of Landlord's
storefront  showing Tenant's signage,  floor plans,  elevations,  sections,  and
renderings  indicating  material and color  selections and finishes,  and layout
including  location of fixtures both permanent and movable.  Provide the weights
of all items to be suspended above from the structure.

     b. Mechanical  System:  Basic  equipment to be used and its location,  duct
distribution system, diffuser locations, and any louvers or vents to be provided
for Tenant by Landlord at Tenant's expense.  Provide projected  mechanical loads
on forms provided by Landlord in the Tenant Handbook.

     c. Electrical  System:  Reflected ceiling plans indicating type of lighting
fixtures,  and  floor  plans  showing  outlets  and other  electrical  equipment
contemplated   with  location  of  panel  and  switchboard.   Provide  projected
electrical loads on forms provided by Landlord in the Tenant Handbook.

     d. Plumbing System:  Floor plans showing the location,  layout, and type of
fixtures to be furnished, including riser diagrams.

     e.  Fire  Protection  System:  Location  of any  specialty  heads  Tenant's
architect may require.

     f. Tenant shall  identify in writing all intended  exceptions to the design
criteria  contained  in the  Tenant  Handbook  and/or  this  Exhibit D, prior ro
preparation of preliminary drawings.

     2. After receipt of Store Design Drawings,  Landlord shall timely return to
Tenant one (1) set of Store Design Drawings with modifications  and/or approval.
If, upon receipt of approved Store Design Drawings bearing Landlord's  comments,
Tenant  wishes to take  exception  thereto,  Tenant may do so in writing  within
seven (7) days from date of receipt of said drawings, by registered or certified
mail, return receipt requested,  first class,  postage prepaid,  or delivered by
Federal Express or a comparably  reliable national air courier service (i.e. one
which  delivers  service in at least 48 states)  provided  that any such courier
service  provides written  evidence of delivery,  addressed to Landlord,  at the
above address, and the notice address in the Lease. Unless such action is taken,
it will be deemed that all comments  made by Landlord on Store  Design  Drawings
are acceptable to and adopted by Tenant.

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

C.       CONSTRUCTION DOCUMENTS AND SPECIFICATIONS

     1. Store Working  Drawings and  Specifications  shall be prepared in strict
compliance  with the  design  criteria  and  requirements  as set  forth in this
Exhibit D and the Tenant  Handbook and shall adhere to the Store Design Drawings
as approved by Landlord.  Store Working Drawings to minimum scales as called for
below, and Specifications shall include, but not be limited to, the following:
<TABLE>
<CAPTION>

         <S>      <C>
         a.       Key plan showing location of the Leased Premises relative to the entire mall.
         b.       Floor plan at a minimum scale of 1/4" = 1'0".
         c.       Overall sections at 1/4" = 1'0".
         d.       Reflected ceiling plan at a minimum scale of 1/4" - 1'0".
         e.       Plans, elevations, and section of storefront (if to be constructed by Tenant) at 1/2" = 1'-0", 
                  with finish materials board including manufacturers, model numbers, color numbers, and all other identifying 
                  information.  Details of storefront at 1-1/2" = 1'0".
         f.       Interior elevations at 1/4" = 1'0".
         g.       Full sections of types of partitions used at 1/2" = 1'0".
         h.       Details of special conditions encountered at 1-1/2" = 1'-0".
         i.       Door schedule with jamb details at 1-1/2" = 1'0".
         j.       Finish and color schedules with sample material boards.
         k.       Plumbing,  ventilating, and cooling plans, at 1/4" - 1'0".
         l.       Mechanical details at 1-1/2" =  1'0".
         m.       Electrical plans at 1/4" = 1'0".
         n.       Electrical details, fixture schedules, and one-line electrical riser diagram.
         o.       Mechanical and electrical load tabulations on forms provided by Landlord in the Tenant Handbook.
         p.       Structural load tabulations.
         q.       Specifications  covering all of Tenant's Work,  including,  but not
                  limited to, architectural,  electrical,  plumbing, ventilating, and air
                  conditioning.  r.  Layout  of  fixture  location,  both  permanent  and
                  movable.  s.  Any and all  other  plans  and  specifications  as may be
                  required by the local fire and building  authorities or other governing
                  bodies.
</TABLE>

     2. All  Construction  Documents  and  Specifications  prepared  by Tenant's
Architect  shall  be  submitted  by  Tenant,  in  the  form  of one  (1)  set of
reproducible sepia prints,  specifications and three (3) sets of blueline prints
to Landlord  for approval  within 21 days from  receipt by Tenant of  Landlord's
written approval of Store Design Drawings.

     3. As soon as  practicable  after  receipt of  Construction  Documents  and
Specifications,  Landlord  shall  return  to  Tenant  one (1) set of  prints  of
Construction  Documents  and  Specifications  with its  suggested  modifications
and/or  approval.  If,  upon  receipt of  approved  Construction  Documents  and
Specifications  bearing  Landlord's  comments,  Tenant wishes to take  exception
thereto,  Tenant may do so in writing,  by certified or registered mail,  return
receipt requested, first class, postage prepaid, or delivered by Federal Express
or a comparably  reliable  national air courier service (i.e. one which delivers
service in at least 48 states)  provided that any such courier service  provides
written evidence of delivery,  addressed to Landlord at the above address and at
the notice address in the Lease,  within seven (7) days from the date of receipt
of Construction  Documents and  Specifications.  Unless such action is taken, it
will be deemed that all comments made by Landlord on Construction  Documents and
Specifications are acceptable to and adopted by Tenant.

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

     5. Construction Documents and Specifications prepared by Tenant's Architect
shall be  submitted  by Tenant in the form of one (1) set of mylar  reproducible
prints  and  specifications  and  three  (3)  sets  of  blueline  prints.   "For
Construction"  shall be marked  clearly on each copy in red.  Such  drawings and
specifications  shall reflect correction of all Landlord's comments to the Store
Working Drawings and specifications returned by Landlord.

     6. Store  Working  Drawings  shall be  submitted  to the local  Authorities
having  jurisdiction  for building permit after such drawings have been approved
by Landlord in the submittal process as outlined above.

     7. Landlord and Landlord's  architect shall, from time to time, be entitled
to monitor Tenant's Work and shall have the right to require all work which does
not comply with Tenant's  approved Store Working Drawings and  Specifications to
be corrected within thirty (30) days of notification to Tenant.


     SECTION 3:  PROCEDURE  AND  SCHEDULES  FOR THE  CONSTRUCTION  OF THE LEASED
PREMISES BY TENANT

A.       COMMENCEMENT OF CONSTRUCTION

   
Tenant  shall start  construction  of the Leased  Premises not later than twenty
(20) days from either of the following  dates,  whichever  shall be the later to
occur:  (1) the date of receipt by Tenant of written  notice from  Landlord that
Landlord has substantially  completed the work to be performed by Landlord under
Exhibit C, (other than such work which  cannot be  performed  by Landlord  until
Tenant makes the Leased Premises ready for the performance thereof) and that the
Leased  Premises are ready for Tenant's  Work; or (2) the date on which Landlord
approves the Tenant's Store Working Drawings and  Specifications  for the Leased
Premises.  Tenant  shall  carry such  construction  to  completion  with all due
diligence.
    


B.       GENERAL REQUIREMENTS

     1. Tenant shall  submit to Landlord,  via  certified  or  registered  mail,
return receipt requested,  first class, postage prepaid, or delivered by Federal
Express or a comparably  reliable  national air courier  service (i.e. one which
delivers  service in at least 48 states)  provided that any such courier service
provides  written  evidence  of  delivery,  at least  five (5) days prior to the
commencement of construction the following information:
          
         a. Copy of building and all other  permits  needed to perform  Tenant's
Work within the Leased Premises.

         b. The names and  addresses  of the general,  mechanical,  plumbing and
electrical  contractors  Tenant  intends  to engage in the  construction  of the
Leased Premises.

         c. The actual  commencement of construction date and the estimated date
of  completion  of  construction  work,  fixturing  work,  and date of projected
opening.

   
         d.                                                                   
    

         e.  Itemized  statement  of  estimated   construction  costs  including
architectural, engineering, and contracting fees.

         f.  Evidence of  insurance  with a company or companies  authorized  to
transact business in which The Project is located as required below.

         g.       Tenant's General Contractor's $2,000.00 Security Deposit.

2.  Tenant  shall  secure,  pay for,  maintain,  and cause its  contractors  and
subcontractors  to secure,  pay for, and  maintain,  during the  continuance  of
construction and fixturing work within the Leased Premises, all of the insurance
policies  required  in the  amounts  as set  forth  herein,  together  with such
insurance as may from time to time be required by City, County, State or Federal
laws, Codes, regulations or authorities. Tenant's Work may not commence, nor may
Tenant permit its contractors and subcontractors to commence any work, until all
required  insurance has been obtained and  certificates  of such  insurance have
been  delivered  to  Landlord.  Insurance  policies  shall  name  the  Landlord,
Landlord's  Architect  and  General  Contractor  for the  project as  additional
insureds.  Certificates  of Insurance  coverage  shall provide that no change or
cancellation of such insurance  coverage shall be undertaken without thirty (30)
days  written  notice to  Landlord.  Landlord  shall  have the right to  require
Tenant,  and  Tenant  shall have the duty,  to stop work in the Leased  Premises
immediately if any of the coverage  required  herein lapses during the course of
the work,  in which event  Tenant's  Work may not be resumed  until the required
insurance  is  obtained  and  satisfactory  evidence  of same is provided to the
Landlord.

     a. Tenant's General  Contractor's  Required Minimum Coverages and Limits of
Liability.

     (1)  Worker's  Compensation  Insurance,  as  required  by  State  law,  and
Employer's Liability Insurance with a limit of not less than $1,000,000 (or more
if required by the law of the State) and any insurance  required by any Employee
Benefit Act or similar statute  applicable  where the work is to be performed as
will protect the contractor and subcontractors  from any and all liability under
the aforementioned act(s) or similar statute.

     (2)  Comprehensive  General  Liability  Insurance  (including  Contractor's
Protective  Liability)  in an amount  not less than  $5,000,000  per  occurrence
whether  involving  personal injury liability (or death resulting  therefrom) or
property  damage  liability  or a  combination  thereof  (combined  single limit
coverage) with a minimum  aggregate  limit of $5,000,000.  Such insurance  shall
include explosion, collapse and underground (X,C and U) coverage and contractual
liability  coverage  for  personal  injury,  death and damage to the property of
other arising from  construction at the Leased  Premises,  whether  performed by
Tenant's  contractors,  subcontractors,  or  sub-subcontractors,  or  by  anyone
directly or indirectly employed by any of them.

     (3)  Comprehensive  Automotive  Liability  Insurance,  for  the  ownership,
maintenance, or operation of any automotive equipment,  whether owned, leased or
otherwise  held,  including  employer's  non-ownership  and hired car  liability
endorsements,  in  an  amount  not  less  than  $5,000,000  per  occurrence  and
$5,000,000  aggregate,  combined  single limit bodily injury and property damage
liability.

     Such insurance  policies shall insure the Tenant's  general  contractor and
all subcontractors against any and all claims for bodily injury, including death
resulting  therefrom  and  damage to the  property  of others  arising  from its
operations at the Leased  Premises or in  connection  with  construction  of the
Leased  Premises,   whether  performed  by  the  Tenant's  general   contractor,
subcontractors,  or  sub-subcontractors,  or by anyone  directly  or  indirectly
employed by any of them.

         b.       Tenant's Insurance Requirements

                  (1) Tenant shall obtain Owner's Protective Liability Insurance
as will  insure  Tenant  against  any and all  liability  for damage from bodily
injury, including death resulting therefrom, or property damage or a combination
thereof which may arise from work in connection  with the Leased  Premises,  and
any other  liability  for  damages  which  Tenant's  general  contractor  and/or
subcontractors  are  required to insure  against  under any  provisions  herein.
Landlord  and  Landlord's  Architect  and General  Contractor  shall be named as
additional  insureds.  Said  insurance  shall be provided in minimum  amounts of
$5,000,000  aggregate,  combined  single limit bodily injury and property damage
liability.

               (2)  Tenant's  Work  Insurance:  Tenant  shall insure 100% of the
          value of the work in the Leased Premises as it relates to the building
          within which the Leased Premises is located, with an "all risk" perils
          property  insurance  policy or a  completed  value "all  risk"  perils
          Builder's  Risk  policy,  naming the  interest of the Landlord and the
          Tenant's  general   contractor  and  all   subcontractors,   as  their
          respective  interests may appear,  within a radius of one hundred feet
          (100') of the Leased Premises.

     3. All contractors  engaged by Tenant shall be licensed  contractors in the
State in which The Project is located  possessing good labor relations,  capable
of performing quality workmanship and working in harmony with Landlord's General
Contractor and other  contractors on the job. All work shall be coordinated with
the general project work.

     4. Tenant's  contractors and construction shall comply in all respects with
applicable federal, state and local statutes, ordinances,  regulations, laws and
codes.  All  required   building  and  other  permits  in  connection  with  the
construction  and  completion of the Leased  Premises shall be obtained and paid
for the Tenant.

     5.  Tenant  shall   complete  all  work  within  the  Leased   Premises  as
expeditiously  as  possible,  but in no  event  later  than in time to open  for
business on the  Commencement  Date.  Should  Tenant  fail to complete  its work
within this schedule,  Landlord may, at Landlord's  option,  install a temporary
storefront or barricade at the Leased  Premises at Tenant's  expense.  The costs
and expenses for a temporary  storefront  and other work  performed by Landlord,
which was made  necessary  due to the  Tenant's  failure to complete its work in
time for the Commencement Date, shall be payable to Landlord by Tenant.

     6.  Landlord  shall  have the  right to  perform,  on behalf of and for the
account of Tenant any of Tenant's Work which Landlord deems necessary to be done
on an emergency  basis or which pertains to structural  components,  the general
utility  systems for The Project,  roof and exterior wall  penetrations,  or the
erection of temporary  barricades and temporary signs,  during  construction for
the period  following  the Opening of The Project for  business.  Landlord  will
provide such work at Tenant's expense.

     7.  Tenant's  Work shall be  subject  to the  inspection  and  approval  of
Landlord and Landlord's Architect.

     8.  Tenant  shall  pay or  reimburse  Landlord  for all costs  incurred  by
Landlord (including deposits) for all utility meters for the Leased Premises.

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

     10.  All work  performed  by Tenant  shall be  performed  so as to cause no
interference  with other  tenants  and the  construction  and  operation  of The
Project.  Tenant will take all precautionary steps to protect its facilities and
the  facilities of others  affected by Tenant's  Work and properly  police same.
Construction  equipment  and  materials  are to be  located  within  the  Leased
Premises and truck traffic is to be routed in and from the site, all as directed
by Landlord and so as not burden the construction and operation of The Project.

     11. Upon and from the  completion of Tenant's  Work in the Leased  Premises
and acceptance by Landlord's Architect, a minimum one-year warranty of all work,
materials, and equipment shall be provided to Landlord by Tenant.

     12. Landlord shall have the right to stop Tenant's Work whenever  necessary
to obtain  compliance with applicable  building and safety codes or the approved
Store Construction Documents and Specifications.

     13. Tenant and its contractors  shall comply with the guidelines for Tenant
Work  procedures and temporary  construction  facilities set forth in the Tenant
Handbook, and Landlord's  Construction Rules and Regulations which may be issued
from time to time.

     14.  Landlord  shall  have the  right  to  order  any  Tenant  or  Tenant's
contractor who willfully  violates any of the above  requirements to cease work,
and to remove himself and his equipment and employees from The Project.

C.       TEMPORARY SERVICES AND FACILITIES DURING CONSTRUCTION

     1. Utility costs or charges for any service to the Leased Premises shall be
the responsibility of Tenant from the date Tenant commences work or is obligated
to commence work, whichever is earlier.

     2. If necessary, Tenant will provide temporary heat for the Leased Premises
during  construction.  No open burners are permitted and only electricity may be
used for temporary heat.

     3. Temporary Electrical Services. If electrical service is not available in
the Leased  Premises  during  construction,  Landlord  shall provide  electrical
service in an area designated by the Landlord. Tenant shall request, in writing,
permission  to connect  temporary  lines to the power  source for service to the
Leased  Premises.  Tenant shall  reimburse  Landlord for the Temporary  Electric
Services.

     4. Temporary  Trash Removal.  During  initial  construction,  fixturing and
stocking,  Landlord shall provide trash removal  service from the service areas.
It shall be Tenant's responsibility to break boxes down and place trash daily in
the containers  provided.  Trash accumulation will not be permitted overnight in
the Leased  Premises,  mall or  service/exit  corridors.  Tenant shall not allow
trash to accumulate  within the Leased Premises nor shall Tenant place any trash
in the  service/exit  corridor or mall areas  adjacent  to the Leased  Premises.
Tenant shall reimburse Landlord for the Temporary Trash Removal.

     The period shall start with the date the Tenant starts  construction in the
Leased Premises and ends with the date the Tenant opens for business.

     In addition,  Tenant  shall pay any costs  incurred by Landlord in removing
trash from areas in and around the Leased  Premises.  Landlord's  decision as to
which Tenant is responsible  for trash left outside the Leased  Premises will be
reasonable and equitable, and Landlord's decision will be final.

     5. Plans  Review/Tenant  Coordination.  Landlord  or its  architect  and/or
engineer shall review Tenant's plans and  specifications for compliance with the
provisions  of this Exhibit D and the Tenant  Handbook.  In  addition,  Landlord
shall assign a Tenant Coordinator(s) to work with Tenant and Tenant's Architect,
Engineer and contractor for the design and  construction of the Leased Premises.
Tenant shall reimburse Landlord for such plan review and tenant coordination.

     6. Temporary  Storefront.  If Tenant is not open for business in the Leased
Premises and Landlord's  Retail  Development is open, or if, in Landlord's  sole
judgment, Landlord determines that a temporary storefront is necessary so as not
to disrupt the construction, opening or operation of any portion of The Project,
then  Landlord  shall  install,  at Tenant's  expense,  for  Tenant's use during
construction a full height  temporary  barricade on the  storefront  lease line.
Tenant shall reimburse Landlord for the temporary storefront. Upon completion of
Tenant's construction and fixturing in the Leased Premises, Tenant shall remove,
disassemble and dispose of such temporary storefront.

     7. Coming Soon Sign. If during Tenant's initial construction, fixturing and
merchandise stocking, The Project is open (or shall open) for business, Landlord
will provide and install,  following the earlier to occur of (a) erection of the
initial  construction  barricade,  or (b)  completion of the  storefront for the
Leased Premises, a "coming soon" sign on the front (barricade or storefront,  as
the case may be) of the Leased  Premises.  Tenant shall  reimburse  Landlord for
providing such sign.

     8. Suite Number and Tenant Trade Name.  Landlord  shall furnish and install
suite number and Tenant  trade name sign  adjacent to Tenant's  exterior  and/or
interior  rear exit door(s) in accordance  with  Landlord's  standard.  Landlord
shall also install  suite  number on Mall  storefront.  Tenant  shall  reimburse
Landlord for this service.

     9. The charges for Temporary  Services and  Facilities as described in this
subsection C shall be:

Size of Leased Premises              Landlord's Charge

9,400 sf                             The actual cost for the temporary services 
                                     shall not exceed $1.00 psf

     10. The charges for all work  performed  or to be performed by Landlord for
or on behalf of Tenant  shall be due and payable  within  thirty (30) days after
billing by Landlord. Landlord may decline at Landlord's sole judgment to proceed
with work at Tenant's expense until Landlord's receipt of payment thereof.

     D. COST PLUS  ADMINISTRATION  FEE WORK BY  LANDLORD  IN  PREMISES AT TENANT
EXPENSE

     The  following  work in the  Leased  Premises  shall only be  performed  by
Landlord in Landlord's building.  The Tenant shall contract with the Landlord to
furnish  the  following  work items if  required  by  Tenant's  store  design at
Landlord's  actual cost plus fifteen percent (15%) for  administration,  and the
cost of any such item of work shall be payable to Landlord in full within thirty
(30) days after receipt of invoice therefore.

     1. Openings in rated demising  partitions and exterior wall,  provided such
opening/penetrations have been approved in advance by Landlord in writing.

     2. Roof Openings.  With Landlord's prior written permission,  roof openings
for any purpose shall include  supporting  structures,  curbs, roof patching and
flashing.  Tenant  shall  be  responsible  for  installation  of  ducts,  pipes,
equipment and counter flashing.  Landlord reserves the right to refuse to permit
the  furnishing of any openings  which exceed the  capability of the  structural
system or which in Landlord's  opinion would have an appearance  detrimental  to
Landlord's Building.

     3.  Plumbing  Service.  With  Landlord's  written  permission,   additional
sanitary sewer or relocation of sanitary sewer.

     4.  Electric  Service.  With  Landlord's  written  permission,   additional
electric service or relocation of electrical service.

     5.  Storefront.  With  Landlord's  prior  written  permission,  changes  to
Landlord furnished interior and exterior storefront including but not limited to
additional doors and relocation of doors.

     6. Landlord's  Labor (including  overtime,  demurrage and waiting time) and
equipment used in any work Landlord performs for Tenant.

     7.  Architectural  and/or Engineering fees incurred Landlord as a result of
Tenant  requesting  any  services  in excess  of the  standard  review  services
described in Section C.5.

     8. Building  Department  Expeditor  Fees incurred by Landlord in expediting
Tenant  Building  Permit,  Controlled  Inspection  and  other  requirements  for
temporary and permanent Certificates of Occupancy on the building and the Leased
Premises.

     9. Building Permits,  Microfilming and Documentation  Fees paid by Landlord
on behalf of the Tenant in expediting the approval of Building Permits and other
approvals of Agencies having jurisdiction.

E.       CERTIFICATE OF ACCEPTANCE

     Upon the completion of Tenant's  construction and fixturing work within the
Leased  Premises,  Tenant shall so notify  Landlord in writing.  Landlord,  upon
receipt of such notice from Tenant,  shall issue a Certificate  of Acceptance of
said premises provided, however, that the issuing of such a Certificate shall be
contingent upon all of the following:

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

     2. Receipt by Landlord from Landlord's  Architect of a premises  acceptance
letter.  This  letter  can  be  issued  only  upon  Tenant's  correction  of the
deficiencies  noted by Landlord or Landlord's  Architect  upon any inspection of
the Leased Premises.

     3. Tenant  shall have  furnished  Landlord  with waivers of liens and sworn
statements,  or  satisfactory  substitutes  for  same,  in  such  form as may be
required by Landlord,  from all  contractors,  subcontractors  and other persons
performing labor and/or supplying materials in connection with such work showing
that all of said persons have been compensated in full.

   
     4.
    

     5.  Submission by Tenant to Landlord of the  warranties  for the benefit of
Landlord on the  workmanship,  materials,  and equipment  incorporated  into the
Leased Premises as required in Section 3.B.11 of this Exhibit.






<PAGE>
================================================================================

                         SPECIALTY TENANT LEASE EXHIBIT


================================================================================
                                    EXHIBIT E



                                  SIGN CRITERIA


     1. Tenant is required  to  identify  the Leased  Premises by signage on the
storefront.  The  general  criteria  for the  design of Tenant'  signage  ("sign
criteria") is set forth below.  More specific sign criteria for The Project as a
whole and certain tenants in certain designated locations such as in food courts
and mall courts is set forth in the Tenant  Handbook,  (Tenant Design  Criteria)
hereinafter referred to as "Tenant Handbook".

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

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

     4. Approval of signs shall be solely the right of the Landlord,  and Tenant
must submit all design for signage to the  Landlord  for approval in the form of
working drawings before  manufacturing  or further  assembly begins.  Submission
shall be to Landlord,  in the form of shop drawings  with all pertinent  details
necessary for  construction  and  installation  included.  Submission shall be a
minimum of ninety (90) days before  proposed  installation  date,  and tenant is
expected to have sign manufactured and ready for installation  within forty-five
(45) days of approval by Landlord or Landlord's  agent before  installation,  at
project  site.  Landlord  reserves the right to reject signs not  conforming  to
approved drawings regardless of stage of completion or installation.

     5. Each tenant is required to have two (2) storefront  signs.  The Tenant's
storefront sign shall occupy an area of the storefront  facade designated in the
Tenant  Handbook  and/or  the  Lease  Outline  Drawing,  and/or  by the  Project
Architect.  The area shall  total no more than  eight (8)  square  feet for each
sign.  The  design  of the  storefront  is to be  considered  by  Tenant  in the
development  of signage.  In general,  signs will be installed in the designated
sign area above the entry door.  Variation of this criteria  shall be subject to
Landlord's  prior written  approval,  which shall be solely at the discretion of
Landlord. No sign shall be installed closer than three feet (3'-0") from the end
of the Leased Premises storefront on both sides.

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

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

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

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

     10. All electrical signs shall carry approval of Underwriters  Laboratories
(U.L.) on all component parts and on the complete display. Maximum brightness of
lit signs  shall be  fifty(50)  foot  Lamberts  measured  one foot (1') from the
source of light.  No  blinking,  moving or  flashing  lights  shall be  allowed.
Surface  lighting may be reduced in order to accentuate lit signage.  There will
be no special advantage in terms of visibility of internally lit over externally
lit signs.

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

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

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

     14. No other signs of any type or purpose, permanent or temporary, shall be
permitted  to be  displayed  upon the  facade,  windows or within the  dimension
prescribed in Section 4.03 of the Lease,  behind an  unobstructed  window unless
and until such sign has been  submitted to Landlord and has received  Landlord's
prior written approval.  Landlord shall be the sole judge of what constitutes an
unobstructed  window.  Removal of signage of any type installed without Landlord
approval shall be mandatory before said sign shall be considered by Landlord for
installation.

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

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

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

     18. Food Court  Tenants shall be permitted to install one menu board within
the Leased  Premises  subject to  Landlord's  prior  design  review and  written
approval. Refer to the Tenant Handbook for type, size and location allowed.

     19. Procedure for Submittal and Approval of Sign Drawings:

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

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

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

<PAGE>

                                  EXHIBIT H-1

                  PRE-CONSTRUCTION TENANT ESTOPPEL CERTIFICATE