Exhibit 10.128
                        Lease Agreement - Woodfield Mall

<PAGE>
                                      LEASE


                            TOYS INTERNATIONAL, INC.
                                     TENANT




                              "TOYS INTERNATIONAL"

                                   TRADE NAME



                        PLAYCO TOYS & ENTERTAINMENT CORP

                                    GUARANTOR






                                 WOODFIELD MALL
                          A Regional Retail Development





                              VILLAGE OF SCHAUMBURG
                                 COUNTY OF COOK
                                STATE OF ILLINOIS


     PROVISIONS ADDED TO THIS LEASE APPEAR ON THE DATA SHEET AND ON THE ATTACHED
RIDER AND, EXCEPT IN INSTANCES OF ADDITIONAL SENTENCES OR PARAGRAPHS BEING ADDED
AT  THE  END OF A  SECTION  OR  PARAGRAPH.  ARE  INDICATED  IN  THE  TEXT  BY AN
UNDERSCORING  OF THE LINE  NUMBER  IN THE  RIGHTHAND  MARGIN  OF THE LINE  BEING
CHANGED  ADDITIONAL  LANGUAGE IS INSERTED EITHER IN PLACE OF DELETED LANGUAGE OR
AFTER AN UNDERSCORED WORD, EXCEPT AS OTHERWISE NOTED ABOVE



<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

                                                                                                PAGE
<S>                                                                                              <C>
DATA SHEET                                                                                        Dl
EXECUTION/ACKNOWLEDGMENT                                                                          El
ADDENDUM                                                                                          Al
ARTICLE I. GRANT AND TERM
         SECTION 1.01.  LEASED PREMISES                                                           Sl
         SECTION 1.02.  COMMENCEMENT AND ENDING DAY OF TERM                                       Sl
         SECTION 1.03.  OPENING                                                         .         S2

         ARTICLE II. RENT
         SECTION 2.01.  MINIMUM RENT                                                              S2
         SECTION 2.02.  PERCENTAGE RENT                                                                              S2
         SECTION 2.03.  GROSS SALES                                                               S2
         SECTION 2.04.  RENT ADJUSTMENT                                                           S3
         SECTION 2.05.  TENANT'S TAX OBLIGATION                                                   S3
         SECTION 2.06.  PAYMENTS                                                                  S4

         ARTICLE III. RECORDS AND BOOKS OF ACCOUNT
                  SECTION 3.01. TENANT'S RECORDS                                                  S5
                  SECTION 3.02. REPORTS BY TENANT                                                 S5

ARTICLE IV. AUDIT
         SECTION 4.01. RIGHT TO EXAMINE BOOKS                                                     S5
         SECTION 4.02. AUDIT                                                                      S5

ARTICLE V. CONSTRUCTION OF LEASED PREMISES
         SECTION 5.01. CONSTRUCTION OF LEASED PREMISES                                            S6
         SECTION 5.02. AVAILABILITY AND POSSESSION OF PREMISES FOR TENANT'S WORK   .              S7
         SECTION 5.03. LANDLORD'S AND TENANT'S OPTIONAL RIGHT OF CANCELLATION                     S7
         SECTION 5.04. ULTIMATE COMMENCEMENT DATE                                                 S7

ARTICLE VI. ALTERATIONS, CHANGES AND ADDITIONS
         SECTION 6.01. INSTALLATION BY TENANT                                                     S8
         SECTION 6.02. REMOVAL BY TENANT                                                          S8
         SECTION 6.03. CHANGES AND ADDITIONS                                                      S8

ARTICLE VII.      CONDUCT OF BUSINESS BY TENANT
      SECTION     7.01. USE OF PREMISES                                                           S8
      SECTION     7.02. OPERATION OF BUSINESS                                                     S8
      SECTION     7.03. RADIUS                                                                   Sl0
      SECTION     7.04. STORAGE, OFFICE SPACE                                                    Sl0
      SECTION     7.05. CARE OF PREMISES                                                         S10

ARTICLE VIII. COMMON AREAS
         SECTION 8.01.  OPERATION AND MAINTENANCE OF COMMON AREAS                                S10
         SECTION 8.02.  USE OF COMMON AREAS                                                      S10
         SECTION 8.03.  TENANT'S PRO RATA SHARE OF EXPENSES                                      S11

ARTICLE IX. SIGNS
         SECTION 9.01. SIGNS                                                                     S12

ARTICLE X. MAINTENANCE


<PAGE>
         SECTION 10.01. LANDLORD'S OBLIGATIONS FOR MAINTENANCE                                    S12
         SECTION 10.02. TENANT'S OBLIGATIONS FOR MAINTENANCE                                      S12

ARTICLE XI INSURANCE AND INDEMNITY
      SECTION    11.01. TENANT'S INSURANCE                                                        S14
      SECTION    11.02. LANDLORD'S INSURANCE                                                      S15
      SECTION    11.03. COVENANT TO HOLD HARMLESS                                                 S15

ARTICLE XII. UTILITY CHARGES
         SECTION 12.01. UTILITY CHARGES                                                           S16

ARTICLE XIII. ESTOPPEL  STATEMENT, ATTORNMENT AND SUBORDINATION
      SECTION   13.01.  ESTOPPEL STATEMENT                                                        S17
      SECTION   13.02.  ATTORNMENT                                                                S18
      SECTION   13.03.  SUBORDINATION                                                             S18
      SECTION   13.04.  REMEDIES                                                                  S18

ARTICLE XIV. ASSIGNMENT AND SUBLETTING
         SECTION 14.01. NO ASSIGNMENT OR SUBLETTING                                               S18

ARTICLE XV. WASTE
         SECTION 15.01. WASTE OR NUISANCE                                                         S19




<PAGE>
                                TABLE OF CONTENTS

                                                                                                PAGE
ARTICLE XVI. TRADE NAME, PROMOTIONAL CHARGE
      SECTION 16.01.     TRADE NAME                                                               S19
      SECTION 16.02.     SOLICITATION OF BUSINESS                                                 S19
      SECTION 16.03.     PROMOTIONAL CHARGE                                                       S19

ARTICLE XVII. DESTRUCTION OF LEASED PREMISES
         SECTION 17.01. RECONSTRUCTION OF DAMAGED PREMISES                                        S20
         SECTION 17.02. WAIVER OF SUBROGATION                                                     S21

ARTICLE XVIII. EMINENT DOMAIN
         SECTION 18.01.  TOTAL CONDEMNATION OF LEASED PREMISES                                    S21
         SECTION 18.02.  PARTIAL CONDEMNATION                                                     S21
         SECTION 18.03.  LANDLORD'S AND TENANT'S DAMAGES                                          S22

ARTICLE XIX.    DEFAULT
      SECTION 19.01.RIGHT TO RE-ENTER                                                             S22
      SECTION 19.02.RIGHT TO RELET                                                                S23
      SECTION 19.03.EXPENSES                                                                      S23
      SECTION 19.04.WAIVER OF COUNTERCLAIMS AND TRIAL BY JURY                                     S23

ARTICLE XX. BANKRUPTCY OR INSOLVENCY
         SECTION 20.01.  TENANT'S INTEREST NOT TRANSFERABLE                                       S24
         SECTION 20.02.  TERMINATION                                                              S24
         SECTION 20.03.  TENANT'S OBLIGATION TO AVOID CREDITORS' PROCEEDINGS                      S24
         SECTION 20.04.  RIGHTS AND OBLIGATIONS UNDER THE BANKRUPTCY CODE                         S24

ARTICLE XXI. ACCESS BY LANDLORD
         SECTION 21.01. RIGHT OF ENTRY                                                            S25

ARTICLE XXII. TENANT'S PROPERTY
         SECTION 22.01.  TAXES ON TENANT'S PROPERTY                                               S25
         SECTION 22.02.  LOSS AND DAMAGE                                                          S25
         SECTION 22.03.  NOTICE BY TENANT                                                         S25

ARTICLE XXIII. HOLDING OVER
         SECTION 23.01. HOLDING OVER                                                              S26
         SECTION 23.02. SUCCESSORS                                                                S26

ARTICLE XXIV. RULES AND REGULATIONS
         SECTION 24.01. RULES AND REGULATIONS                                                     S26

ARTICLE XXV. QUIET ENJOYMENT
         SECTION 25.01. LANDLORD'S COVENANT                                                       S26
         SECTION 25.02. TENANT'S COVENANT                                                         S26

ARTICLE XXVI. SECURITY PROVISION
         SECTION 26.01. SECURITY                                                                  S26

ARTICLE XXVII. MISCELLANEOUS
      SECTION 27.01. WAIVER: ELECTION OF REMEDIES                                                S27
      SECTION 27.02. ENTIRE AGREEMENT                                                            S27
      SECTION 27.03. INTERPRETATION AND USE OF PRONOUNS                                          S27
      SECTION 27.04. DELAYS                                                                      S28
      SECTION 27.05. NOTICES                                                                     S28
      SECTION 27.06. CAPTIONS AND SECTION NUMBERS                                                S28




<PAGE>
      SECTION 27.07. BROKER'S COMMISSION                                                         S28
      SECTION 27.08. RECORDING                                                                   S28
      SECTION 27.09. FURNISHING OF FINANCIAL STATEMENTS                                          S28
      SECTION 27.10.  LANDLORD'S USE OF COMMON AREAS                                             S28
      SECTION 27.11. TRANSFER OF LANDLORD'S INTEREST                                             S28
      SECTION 27.12. FLOOR AREA                                                                  S29
      SECTION 27.13. INTEREST ON PAST DUE OBLIGATIONS                                            S29
      SECTION 27.14. LIABILITY OF LANDLORD                                                       S29
      SECTION 27.15. ACCORD AND SATISFACTION                                                      S29
      SECTION 27.16. EXECUTION OF LEASE; NO OPTION                                               S30
      SECTION 27.17. GOVERNING LAW                                                               S30
      SECTION 27.18. SPECIFIC PERFORMANCE OF LANDLORD'S RIGHTS                                   S30
      SECTION 27.19. CERTAIN RULES OF CONSTRUCTION                                               S30
      SECTION 27.20. INDEX                                                                       S30
      SECTION 27.21. SURVIVAL; NONDISCLOSURE; FREE ACT                                           S30
</TABLE>

EXHIBIT A     SITE PLAN; LEASED PREMISES; LEGAL DESCRIPTION (if included)
EXHIBIT B     CONSTRUCTION
EXHIBIT B-l    UTILITIES
EXHIBIT B-2 (additional construction information and procedures, if any) EXHIBIT
C CENTRALAIR/CONDENSER-WATER SYSTEM (if any) OTHER EXHIBITS (if any) RIDER




<PAGE>
                                 WOODFIELD MALL
                          A Regional Retail Development

                         VILLAGE OF SCHAUMBURG, ILLINOIS

    THIS LEASE made as of this 22nd day of January, 1999, by and between CHICAGO
TITLE AND TRUST COMPANY,  a corporation of Illinois,  as Trustee under Trust No.
46746, and not personally,  (Landlord),  and TOYS INTERNATIONAL,  the address of
which  is  550  Rancheros  Drive,  San  Marcos,  CA  92069  (Tenant)  All of the
provisions  of the Lease,  including  the Data Sheet,  the  standard  provisions
commencing  with Article I and  continuing  through  Article  XXVII of the Lease
(11ereinafter  at times  referred to as the "text of the Lease" or the "Standard
Form"), the Addendum, all exhibits, and riders, if any, are incorporated in full
in this preamble as if fully set forth at this point

                                   DATA SHEET

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

    (1) Section 1.01:  Leased Premises:  Store Number 113, situated on the lower
level of Building "F," having an irregular shape and consisting of approximately
eleven thousand eight hundred five (11,805) square feet and having a frontage of
at least sixty feet (60').

    (2) Section 1.02: Commencement Date of Term: The later of: (i) June 1, 1999,
or (ii) the date one  hundred  twenty  (120)  days  following  the date that the
leased premises are available to Tenant

        Length of Term: Ten (10) lease years

    (3) Section  2.01 and  Section  2.02:  Name and  Address for Rent  Payments:
Payments from Tenant shall be made payable to Woodfield  Associates,  arid shall
be sent to:

                              Woodfield Associates
                                Department 55401
                                 P.O. Box 67000
                          Detroit, Michigan 48267-0554

        Section 27.05: Notice Address for Landlord:

                              Woodfield Associates
                             200 East Long Lake Road
                                  P.O. Box 200
                         Bloomfield Hills, MI 48303-0200

    (4) Section  2.01:  Minimum  Rent:  Four  Hundred  Seventy-Two  Thousand Two
Hundred  and  00/100ths  Dollars  ($472,200.00)  per  arinum,  payable  in equal
consecutive monthly installments of Thirty-Nine Thousand Three Hundred Fifty and
00/lOoths Dollars ($39,350.00).

    (5) Section 2.02(a): Percentage Rent: Six percent (6%) (the "percentage rent
factor") of Gross Sales made during each lease year of the term hereof in excess
of  Seven  Million  Eight  Hundred  Seventy   Thousand  and  00/lOOths   Dollars
($7,870,000.00) ("Minimum Gross Sales").

    (6) Section 5.01(1)):  Design of Leased Premises The store design to be used
by Tenant in the preparation of




<PAGE>
Working  Drawings and  Specifications  for Tenant's Work in the leased  premises
shall be substantially  the same as the store design reflected in the design for
the Toys  International  store for The Block,  Orange  County,  California.  and
Tenant's architect shall provide certification to Landlord,  with the submission
of such Working Drawings and Specifications,  that this store design requirement
has been satisfied. The Working Drawings and Specifications for Tenant's Work in
the leased  premises  shall be completed and submitted to Landlord no later than
sixty (60) days  following  the later of: (a) receipt by Tenant of Space  Layout
Drawings or (b) full execution of this Lease Such submission  shall also include
the   certification  of  Tenant's   architect  that  the  Working  Drawings  and
Specifications  comply with the Space Layout Drawings provided by Landlord,  all
criteria  and  specifications  set forth in  Exhibits B and B- 1 and any further
construction   exhibits   attached  to  this  Lease,  and  all  applicable  code
requirements.  Landlord  shall not  withhold  its  approval of the store  design
indicated  in the Working  Drawings  and  Specifications  if Tenant and Tenant's
architect shall comply with the foregoing requirements.

    (7) Section 5.01(c): Tenant Reimbursement to Landlord: Not applicable.

    (8)  Section  7.01:  Permitted  Use:  For the  retail  sale of toys and.  at
Tenant's option. better quality collectibles, hobbies, arts & crafts, children's
books,  dolls,  model kits, child oriented games, child oriented video and audio
cassettes,  children's  compact  discs and laser  discs and other  technological
innovations of said media  children's  computer  software,  children's  sporting
goods, wheel goods, stuffed animals, and other such child-related  entertainment
goods.  Store will feature a children's  library with books sold by the store; a
children's  play area with toys sold in the store,  a  children's  theatre  with
theatre  seating and benches,  theatre will show  children's  videos and feature
films, and, at Tenant's option, a children's  computer center featuring software
sold in the store. Tenant will sell children cllothing not to exceed ten percent
(10%) of floor area.

    (9) Section 7.03: Radius: Ten (10) miles.

     (10)Section 16.01: Trade Name: "Toys International"

     (11)Section 16.03:  Original Annual Promotional  Charge:  Eighteen Thousand
Seven Hundred Sixty -Nine and 00/100ths  Dollars  ($18,769.00).  Original annual
promotional  charge to be paid in  monthly  installments  of One  Thousand  Five
Hundred Sixty-Four and 08/100ths Dollars ($1,564,08).

     (12)Section 26.01:  Security Deposit: Not applicable.  Additional Security:
Not applicable.

     (13)Guarantor(s): Playco Toys & Entertainment Corp.

                        Address(es): 550 Rancheros Drive
                              San Marcos, CA 92069

    (14)Rider:     Toys International Standard Rider

               SPECIAL PROVISIONS:

    In the event of an express  conflict  between the  provisions of this Lease,
any such conflict  shall be resolved  with the  following  priority to determine
which  portion of the Lease  controls:  (i) the Special  Provisions  of the Data
Sheet ii) the other provisions of the Data Sheet;  (iii) the Addendum;  (iv) the
Rider;  (v) Exhibit B-2D (if  applicable),  Exhibit B-I. and Exhibit C; (vi) the
body of the Lease, Exhibit A, and Exhibit B.

     Addendum.  Section  12.01:  On page  A-i,  line 32 and 45,  in place of the
deletions, insert "thirty (30)"

     On page A-i,  line 48,  after the word  "Section.",  delete  the period and
insert " or refunded if at or after the end of the lease term."

     Addendum.  Section  16.03(e):  The references in this Section to "four (4)"
shall be




<PAGE>
               changed to "one (1)".

     On page A-2,  line 44, after the word  "period,",  insert "and Such failure
continues for twenty (20) days after Landlord notifies Tenant thereof,"

     On page A-2, line 45, in place of the deletion, insert "thirty (30)"

Section 1.02: Provided Tenant shall not at any time during such initial four (4)
month period be in default  under any of the terms,  covenants or  conditions of
said Lease beyond any applicable cure period,  minimum rent for the initial four
(4) months of the lease term shall be abated.  Landlord and Tenant agree that no
portion of the minimum  rent paid by Tenant after the  expiration  of any period
during  which such rent was abated  shall be  allocated by Landlord or Tenant to
such abatement period,  nor is such rent intended by the parties to be allocable
to any abatement  period.  In the event that this Lease is  terminated  prior to
expiration of the stated lease term as the result of a default by Tenant, Tenant
shall  immediately  repay to  Landlord an amount  equal to the then  unamortized
portion  of the  minimum  rent  abatement  which  amortization  shall  be on the
straight-line  basis over the full  stated  lease  term,  plus  interest on such
unamortized  portion at a rate equal to three (3)  percentage  points  above the
prime rate then charged by a plurality of FDIC member banks headquartered in the
State,  which  interest shall accrue from the date of the minimum rent abatement
through the date of  termination  of the Lease.  The cost of Tenant's  leasehold
improvements  pursuant to Section 1.02 hereof shall be less the aggregate amount
of such abatement

     The leased  premises are presently  leased to a tenant whose lease term has
not expired. The commencement of the term hereof is subject to Landlord entering
into a termination  of lease  agreement with such tenant under which such tenant
in fact vacates the leased  premises This paragraph  shall not give Landlord any
additional termination rights beyond those stated in Section 5.03.
<PAGE>
*for the fifth lease year as

     Further, in the event Tenant does not achieve 'Gross Sales' (as hereinafter
defined) of at least Three Million Five Hundred  Thousand and 00/lOOths  Dollars
($3,500,000.00)  during  the fifth  (5th)  lease year of the term  hereof,  then
Tenant  provided it shall not be in default beyond any  applicable  cure period,
shall,  for a period of sixty (60) days,  arid Landlord  shall,  for a period of
ninety  (90) days,  after the last date that Tenant is  obligated  to furnish to
Landlord its annual written  report of Gross Sales required  pursuant to Section
3.02 hereof.  have the option,  upon sixty (60) days prior written notice to the
other  party,  of  terminating  this  Lease.  In the event  that  neither  party
exercises the foregoing options to terminate this Lease within the required time
period,  then each such option shall, upon expiration of the applicable  period,
become null and void and be of no further  force or effect.  In the event Tenant
fails to submit a  certified  report of Gross  Sales  within the time  permitted
pursuant to Section 3.02 of the said Lease,  then 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 shall be the basis for Landlord  exercising its  termination  right
arid Tenant shall not be permitted to reinstate the 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.  The Gross
Sales to be evaluated  under this  paragraph  shall include only regular  retail
sales to individual  customers and shall not include any wholesale,  commercial,
bulk, corporate, intra-company or warehouse transfers or sales of merchandise or
services.  Tenant  shall only be  permitted  to exercise its option to terminate
this Lease for failure to achieve  certain Gross Sales during a particular  time
period if, subject to force majeure,  Tenant shall have operated its business in
accordance  with the  requirements of Section 7.02 during the entire time period
in question;  provided,  however,  that,  unless Tenant's  failure to operate in
accordance with Section 7.02 is due to a voluntary  decision on Tenant's part to
totally  cease the  operation  of its business in which event no notice shall be
required,  Tenant  shall  not be  deemed to have  failed  to so  operate  unless
Landlord  shall have  notified  Tenant as to the default upon which  Landlord is
claiming that Tenant is not so  operating,  and Tenant shall have failed to cure
or correct such default within twenty (20) days after receipt or refusal of such
notice. At Landlord's sole option,  the above stated Gross Sales figure shall be
reduced by l/360th for each day during the above  stated time period that Tenant
was required to operate its  business in the leased  premises but shall not have
operated its business in the leased  premises.  In the event that at any time or
times during the fifth (5th) lease year Tenant is prevented  from  operating due
to  matters  or  causes  beyond  Tenant's  control,  then for  purposes  of this
paragraph only, Tenant's Gross Sales for the time period Tenant is not operating
as the result of said  matters or causes shall be  considered  equal to Tenant's
Gross Sales for the  identical  time period during the most recent lease year as
to which  Tenant was not  prevented  from  operating  its business in the leased
premises.

     Further,  in the event the  commencement  date of the Lease  does not occur
until after  August 1, 1999,  then the length of the term of this Lease shall be
eleven (11) lease years


     Section 2.04: The provisions of Section 2.04 shall not apply to Tenant.

     Section 5.03:  The  references in this Section to "eighteen  (18)" shall be
changed  to "six  (6)" and the six (6) month  period  shall be deemed to have an
expiration  date of July 1, 1999.

     Section 16.03(a): The initial promotional charge shall not apply to Tenant.

     Further,  the  cumulative  percentage  increase  in the annual  promotional
charge  under  this  Section  shall  not  exceed  five  percent  (5%) per  annum
compounded annually.

     Section 19.01(a): The Cross Default provisions of this Subsection shall not
apply to this Lease.

     Exhibit B. Section II.B.: The $20.00 per lineal foot charge shall not apply
to Tenant.




<PAGE>
     Exhibit B. Section II.C.: The $45.00 per lineal foot charge shall not apply
to Tenant.

     Exhibit B. Section m.D.2.a.:  Neither the $45.00 per lineal foot charge nor
the $66.00 per lineal foot  charge  shall  apply to Tenant.  Exhibit B.  Section
IV.D.1.d.:  The capital facility connection charges and other charges imposed by
this Subsection shall not apply to Tenant.

     Exhibit B. Section  V.B.3.:  The fee for  Coordination  and  Administrative
Services shall not apply to this Lease.

     Exhibit B. Section  VI.B.5.:  Such  remodeling  and  refurbishing  shall be
limited  to  resurfacing   only  if  necessary  (both  interior  and  exterior),
including,  but not  limited to,  replacement  of all floor  coverings  and wall
coverings (if visibly worn), and provided further that no structural  changes or
redesign  of  components  (other  than  resurfacing  items as  stated)  shall be
required.

     Exhibit B. Section  VI.D.2:  The electrical  service charge in this Section
shall not apply to Tenant.

     Exhibit B. Section VI.D.3.:  The trash removal charge in this Section shall
not apply to Tenant.

     Exhibit  B-1.  Section  II.A.1.:  On  page  1,  line  13,  after  the  word
"connection", insert "at the rear of the leased premises"


[End of text of Data Sheet]
<PAGE>
                            EXECUTION/ACKNOWLEDGMENT

     In confirmation of their agreement to enter into this Lease  (including the
Preamble,  Data Sheet, Addendum,  Standard Form, all exhibits, and the Rider (if
any) attached  hereto),  and  intending to be bound hereby,  Landlord and Tenant
have signed and sealed this Lease as of the day and year first above  written on
page Dl of this Lease.


In the Presence of:

                         CHICAGO  TITLE  AND TRUST  COMPANY,  a  corporation  of
                    Illinois,   as  Trustee   under   Trust  No  46746  and  not
                    personally,


By:
Its Authorized
Agent
LANDLORD


TOYS INTERNATIONAL, INC.




Its:

Its:
Print Title:
Print Name:
Print Title &~ C
TENANT


Tenant's Federal Tax Identification Number:
33-0810354

Tenant's corporate seal




It is  expressly  understood  and  agreed by and  between  the  parties  hereto,
anything  herein  to the  contrary  notwithstanding,  that  each  and all of the
warranties, indemnities, representations. covenants, undertakings and agreements
herein  made  on  the  part  of the  Trustee  while  in  form  purporting  to be
warranties, indemnities, representations, covenants, undertakings and agreements
of said Trustee are  nevertheless  each and every one of them, made and intended
not   as   personal   warranties,   indemnities,   representations,   covenants,
undertakings  and  agreements  by the  Trustee  or for the  purpose  or with the
intention of binding said Trustee personally but are made and intended
<PAGE>
for the purpose of binding only that portion of the trust property  specifically
described herein,  and this instrument is executed and delivered by said Trustee
not in its own right, but solely in the exercise of the powers conferred upon it
as such  Trustee and that no personal  liability or personal  responsibility  is
assumed by nor shall at any time be asserted or enforceable  against the Chicago
Title and Trust Company or any of the beneficiaries  under said Trust Agreement,
on  account  of  this  instrument  or on  account  of any  warranty,  indemnity,
representation,  covenant,  undertaking or agreement of the said Trustee in this
instrument contained,  either expressed or implied, all such personal liability,
if any, being expressly waived and released.
<PAGE>
                           ACKNOWLEDGMENT OF LANDLORD

           STATE OF MICHIGAN                                    )
                                                                )ss.
           COUNTY OF OAKLAND                                    )

     On this 22nd day of January,  l999 before me personally  appeared the above
named Agent of the Chicago Title and Trust Company, Trustee, personally known to
me to be the same person whose name is subscribed to the foregoing Lease as such
Agent, and acknowledged before me that he signed and delivered the said Lease as
his own free and voluntary act and as the free and voluntary act of said Company
for the uses and purposes  therein set forth;  and the said Agent then and there
acknowledged  that  said  Agent,  as  custodian  of the  corporate  seal of said
Company,  caused the corporate  seal of said Company to be affixed to said Lease
as said Agent's own free and  voluntary act and as the free and voluntary act of
said Company for the uses and purposes therein set forth.



         CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

[UNREADABLE]

<PAGE>
                           ADDENDUM -- WOODFIELD MALL

All of the  provisions set forth in this Addendum are in addition to, and not in
substitution  for, the  provisions  of the Standard  Form,  except to the extent
specifically otherwise stated.

     Section  1.01(a).  LEASED  PREMISES:  The regional  retail  development  is
commonly known as "Woodfield  Mall," located in the Village of Schaumburg,  Cook
County, Illinois.

     Section 7.02. OPERATION OF BUSINESS: To the extent that Tenant shall accept
payment by credit card for goods or services  offered from the leased  premises,
Tenant  shall  be  obligated  to  comply  with the  "point-of-purchase"  display
requirements of its merchant  agreement with the credit card company  designated
in writing by Landlord  from time to time.  If  Landlord  has not  designated  a
particular credit card company,  then the provisions of this paragraph shall not
apply.  Likewise,  if Tenant does not have a merchant  agreement with the credit
card company designated by Landlord,  the provisions of this paragraph shall not
apply.

     Section 12.01 UTILITY  CHARGES:  In substitution for the text of paragraphs
(a) through (g) of Section 12.01, the following provisions shall apply:

     Tenant shall be solely  responsible  for and shall promptly pay all charges
for water,  gas,  heat,  electricity,  sewer and any other  utility used upon or
furnished to the leased premises.  Tenant shall contract directly with and shall
be solely  responsible to the public utility  companies for the  installation of
service  and the  payment of all  charges  for  Tenant's  usage of such  utility
services.  Landlord  shall  have  the  right,  at its  sole  option,  to  supply
electricity  to the leased  premises in which event the  minimum  rent  reserved
under this Lease will be increased for the period that Landlord so supplies such
electricity to include the increase in the fair and  reasonable  rental value of
the leased premises due to the supplying of such  electricity in accordance with
the numbered  paragraphs set forth below.  If Landlord shall elect to supply any
of 'the foregoing other utilities used upon or furnished to the leased premises,
Tenant agrees to purchase and pay for same as additional rent,  within ~ days of
the  presentation  by Landlord to Tenant of bills  therefor,  at the rates which
would be  applicable  to  Tenant  as a direct  customer  of the  public  utility
company,  as such rates are filed by the utility  company  serving the area with
the proper  regulating  authority  and in effect from time to time covering such
services.  Landlord  shall  also have the  right to  periodically  estimate  the
monthly amount  required to be paid by Tenant to Landlord with respect to any or
all of such services  provided by Landlord and such estimated  monthly amount or
amounts  shall be paid by Tenant on the first  day of each  calendar  month,  in
advance,  at the place and in the manner  specified for payments of minimum rent
hereunder.  Landlord  shall have the right to change  such  estimated  amount or
amounts at any time and from time to time. by notice to Tenant.  If the total of
the estimated  monthly  payments made by Tenant shall be less for any lease year
or  calendar  year  than the  actual  amount  due from  Tenant  pursuant  to the
provisions of this Section,  Tenant shall pay to Landlord the difference between
the amount  paid by Tenant and the actual  amount due within  ~~(4~)  days after
submission to Tenant of Landlord's  statement and invoice  therefor;  and if the
total of the  estimated  payments  made by Tenant for any such year shall exceed
the actual  amount due from  Tenant,  the excess  amount  paid shall be credited
against the next  payment due from Tenant to Landlord  under this  Section.  The
obligation of Tenant to pay for such utilities  shall commence as of the date on
which  possession of the premises is delivered to Tenant,  without regard to any
free rent period or formal commencement date of this Lease.

     Prior to the commencement of the term of this Lease,
<PAGE>
     (1) Landlord shall analyze  Tenant's  Working  Drawings and  Specifications
covering its  construction of the leased  premises and shall determine  Tenant's
annual  electric   (kilowatt)   requirements  at  the  leased   premises.   Such
determination  shall be based upon (i) Tenant's  electric  requirements  for the
projected number of hours per year during which the leased premises will be open
for business (i.e.,  the number of hours  established for the Shopping Center by
the Landlord), and during which Tenant's employees will be present at the leased
premises (for inventory,  clean-up,  meetings, etc.): and (ii) Tenant's electric
requirements   during  the  remaining  hours  in  the  year.   Based  upon  such
information,  Landlord  will  calculate  the annual amount which Tenant would be
charged  by the local  electric  public  utility  company  for  furnishing  such
electrical  energy,  and Tenant agrees that the minimum rent reserved  under the
Lease will be increased by such amount.

     (2)  Landlord  reserves  the right to further  increase the minimum rent to
reflect any  increase in the annual  amount which Tenant would be charged by the
local electric utility company or in the event of any change in the construction
of the leased  premises  or if Tenant  operates  its  premises  in excess of the
number of hours as projected above.

     (3) At any time after the execution of the Lease, either Landlord or Tenant
may  request  an  appraisal  by an  independent  electrical  engineer,  mutually
acceptable  to Landlord and Tenant,  who is  qualified to determine  whether the
adjustment  in the minimum rent as computed by Landlord is below or in excess of
the amount which Tenant would be charged by the local electric  utility  company
for  furnishing  such  electrical  energy.  If Landlord and Tenant  cannot agree
promptly  upon an  independent  electrical  engineer,  then the matter  shall be
submitted for arbitration before the American Arbitration Association.

     (4) The appraisal or  arbitration,  as the case may be, shall be binding on
both parties and shall set forth the amount,  if any, by which the adjustment of
the minimum rent reflecting the increased value of the leased premises resulting
from Landlord  supplying  electrical  energy is below or in excess of the annual
amount which Tenant would be charged by the local electric  utility  company for
furnishing such electrical  energy. The minimum rent shall thereupon be adjusted
by the amount of such deficiency or excess,  such adjustment to become effective
as of the first day of the month  following  the month in which  demand  for the
appraisal was made.

     (5) The cost of such  appraisal  or  arbitration  shall be  shared  equally
between  Landlord  and  Tenant;  provided,  that if  either  party  requests  an
appraisal  prior to one year  after  the  effective  date of the last  preceding
appraisal or arbitration, the entire cost of such appraisal or arbitration shall
be  paid  for by the  party  requesting  such  appraisal.  In  each  case,  upon
completion  of an  appraisal  and, if  necessary.  arbitration  pursuant to this
agreement, the parties agree that the minimum rent shall reflect such adjustment
or adjustments.

     Section 16.03.  PROMOTIONAL  CHARGE: (e) In any event, and  notwithstanding
the formation of a promotion  fund or Merchants'  Association,  Tenant agrees to
participate in at least four (4) Shopping Center  promotions in each lease year.
Tenant  shall  reimburse  to  Landlord  all  costs of  including  Tenant in each
promotion. Such promotions may consist of tabloids, circulars, catalogs, special
Shopping Center newspaper inserts or sections. direct mailings, electronic media
including radio and television,  standard  newspaper  advertisements  and/or any
other promotions  sponsored by Landlord.  The media type,  format and content of
any such promotions,  as well as the timing of any such promotions,  shall be in
Landlord's sole discretion.  If Landlord establishes more than four (4) Shopping
Center  promotions in each lease year, Tenant shall be permitted to determine in
which four (4)  promotions  it shall  participate.  Tenant  shall be required to
submit a proposed  advertisement within thirty (30) days after Landlord's notice
of the type of promotion  being  sponsored and the  requirements  for individual
advertisements in connection with such promotion. In the event that Tenant fails
to  submit  a  proposed   advertisement  in  accordance  with  such  advertising
requirements  within  the thirty  (30) day  period,  Tenant  shall be in default
hereunder.  All amounts  payable by Tenant  hereunder  shall be payable within ~
days after written notice by Landlord.

     Section 26.01. SECURITY: For purposes of this Section 26.01,  references to
Landlord  shall be deemed to be references to Woodfield  Associates for payment,
retention and application of said security deposit.

     Section  27.14.  LIABILITY  OF  LANDLORD:  The  parties  hereto  agree that
wherever in this Lease the term "Woodfield  Associates" or  "beneficiary" of the
Trust (or trust) S used, it shall be deemed to mean  Woodfield  Associates,  its
successors and assigns, or any other entity designated in writing by Landlord.

     Exhibit B, Additional Construction Exhibit (if any): To the extent that any
construction  exhibit beyond  Exhibits B and B-1 shall be attached to the Lease,
and any such exhibit shall refer to electrical criteria, such
<PAGE>
electrical  criteria  shall be field  verified by Tenant prior to preparation of
any  plans  for  Tenant's  Work and  prior to the  undertaking  of any work with
respect to the leased  premises.  Tenant  shall be solely  responsible  for such
verification.

                            [End of text of Addendum]




<PAGE>
                                  STANDARD FORM

                            ARTICLE I. GRANT AND TERM

     SECTION 1.01. LEASED PREMISES.  (a) Landlord,  in consideration of the rent
to be paid and the  covenants to be performed by Tenant,  does hereby demise and
lease unto  Tenant,  and Tenant  hereby  rents and hires  from  Landlord,  those
certain premises in the regional retail  development shown on Exhibit A, subject
to covenants,  restrictions and easements of record, the terms and provisions of
certain  reciprocal  easement  and/or  operating  agreements  now or hereinafter
entered  into by  Landlord  with the owners or lessees of the  Department  Store
Sites,  and the terms and  provisions  of the  underlying  lease,  if any. It is
agreed that the term "regional retail development' as used herein shall mean and
refer to the Department Stores and the Shopping Center,  including the buildings
located  or to be  located  thereon,  all as shown on the site plan which is set
forth in Exhibit A attached  hereto  and made a part  hereof,  and that the term
"Shopping Center" shall, except as otherwise  specifically provided herein, mean
and refer to the  hatched  and the  shaded  portions  of such  site  plan  which
portions from time to time open directly on the enclosed Mall and which may vary
at each level of the regional  retail  development,  together  with the enclosed
Mall  (whether  or not  shaded or  hatched).  The  approximate  location  of the
premises leased to Tenant hereunder is shown in Exhibit A. The legal description
of the regional  retail  development  or of the Shopping  Center is set forth in
Exhibit A or referenced in the Addendum  attached hereto and made a part hereof.
The leased premises (herein referred to as the "leased  premises" or "premises")
are described as set forth in the Data Sheet  attached  hereto.  As used in this
Lease,  the term "State"  shall mean the state in which the  Shopping  Center is
located.

     (b) The  exterior  walls and the roof of the leased  premises  and the area
beneath said premises are not demised hereunder,  and the use thereof,  together
with the right to locate, both vertically and horizontally,  install,  maintain,
use,  repair  and  replace  pipes,  utility  lines,  ducts,   conduits,   flues,
refrigerant lines, drains,  sprinkler mains and valves, access panels, wires and
structural  elements  leading through the leased premises serving other parts of
the regional  retail  development,  is hereby  reserved unto Landlord.  Landlord
reserves an easement in, over and through the area occupied by the storefront of
the leased premises and an easement above Tenant's finished ceiling to the roof,
or to the bottom of the floor deck above the leased premises, for general access
purposes and in connection  with the exercise of  Landlord's  other rights under
this Lease.

     (c) The attached site plan of the regional retail  development,  Exhibit A,
includes premises  identified  thereon as Department Store Sites,  including the
buildings  located  or to be  located  thereon,  which  sites  are  collectively
hereinafter  referred to as the  "Department  Store  Sites"  and/or  "Department
Stores," unless otherwise  specifically  set forth. It is agreed that,  wherever
the term  "Shopping  Center" is used  herein,  it shall be deemed to exclude the
Department  Store Sites  (even if such Sites shall be within the hatched  and/or
shaded area shown on the site plan),  except as  otherwise  specifically  stated
herein.  In addition,  said site plan  includes  other  portions of the Shopping
Center  which  Landlord  may from time to time sell or lease for the  purpose of
construction  and/or use by one or more department stores (as defined in Section
27.12 hereof), which portion(s) may thereupon, at Landlord's option, be referred
to and treated as "Department  Store Site(s)"  and/or  "Department  Stores" upon
occupancy thereof by a department store, and which, at Landlord's option, may be
excluded from the Shopping  Center.  In the event Landlord elects to enlarge the
regional retail development,  any additional area may be included by Landlord in
the definition of the Shopping Center 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.

     SECTION 1.02.  COMMENCEMENT  AND ENDING DAY OF TERM. The term of this Lease
shall commence upon (a) the commencement date set forth in the Data Sheet, or ~)
the date on which Tenant opens its store in the leased  premises for business to
the public,  whichever of said dates is the first to occur, and shall end on the
final  day of the last  lease  year of the term or other  specified  date as set
forth in the Data Sheet, unless sooner terminated as hereinafter  provided.  For
the purpose of this Lease,  the first "lease year" shall be a period  commencing
on the day the term of this  Lease  commences  and  ending  on  January  31 next
following; after the first lease year, the term "lease year" shall mean a fiscal
year of twelve (12) consecutive calendar months commencing on February 1 of each
calendar year, except that the final lease year of the term shall be a period of
less  than  twelve  (12)  consecutive  calendar  months  in the  event  that  an
expiration date other than January 31 is set forth in the Data Sheet.

<PAGE>
     SECTION  1.03.  OPENING.  Tenant  covenants  and  agrees  to  complete  its
construction  within the leased  premises in accordance  with the  pro"isions of
this Lease and to open its store for  business  to the public not later than the
date  established for commencement of the term of this Lease pursuant to Section
1.02 hereof.

                                ARTICLE II. RENT

     SECTION 2.01.  MINIMUM  RENT.  (a) The minimum rent during the term of this
Lease  shall be the  amount  Set  forth in the Data  Sheet  attached  hereto  as
adjusted  pursuant to Section 2.04 or other provisions of this Lease,  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,  payable as set forth,  and at the address set forth, in the
Data Sheet attached  hereto under "Name and Address for Rent  Payments," or such
other  place as the  Landlord  may  designate  in writing,  such  payments to be
without  any  prior  demand  therefor  and  without  any  deductions  or  setoff
whatsoever.

     (b) Should the term of this  Lease  commence  on a day other than the first
day of a calendar  month,  then the rent for such month  shall be  prorated on a
daily basis based upon a thirty (30) day calendar  month.  Should any lease year
contain  less than  twelve  (12)  calendar  months,  said  annual  rent shall be
prorated.

     SECTION  2.02.  PERCENTAGE  RENT.  (a) In  addition  to the  payment of the
minimum rent, as  hereinbefore  provided,  Tenant shall pay to Landlord for each
lease  year of the term  hereof,  as  percentage  rent,  an amount  equal to the
percentage rent 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  amount  of Gross  Sales  set  forth  in the Data  Sheet
hereinafter  referred to as "Minimum Gross Sales").  Subsequent to the date upon
which Tenant is initially obligated to open for business in the leased premises,
in addition to any and all other remedies  afforded to Landlord under this Lease
by reason of default, "Minimum Gross Sales" shall be reduced by 11360th for each
day or portion  thereof  that Tenant does not operate its  business  pursuant to
Section 7.02 hereof.  If percentage  rent  hereunder  shall be calculated on the
basis of a split  percentage  arrangement,  as defined in subsection (1,) below,
then the reduction  required by the preceding  sentence  shall be applied to the
minimum  rent  which  would  otherwise  be  deductible  in  the  calculation  of
percentage  rent with  respect to all Gross Sales of Tenant  provided  that such
reduction  shall  be  made  solely  for  the  purpose  of  the  percentage  rent
calculation).  The  percentage  rent shall be  payable as set forth,  and at the
address set forth, in the Data Sheet attached hereto under "Name and Address for
Rent  Payments,"  or such other place as the Landlord may  designate in writing,
such payments to be without any prior demand therefor and without any deductions
or setoff whatsoever.

     (b)  Such  percentage  rent  shall be paid in  quarter-annual  installments
computed on all Gross Sales during each quarter-annual period of the term hereof
in  excess  of  one  quarter  (114)  of  annual   Minimum   Gross  Sales.   Such
quarter-annual  periods  during  each lease year shall be  measured  as follows:
February through April, May through July,  August through October,  and November
through January. Such quarter-annual installments shall be payable within thirty
(30) days  after the  expiration  of each  three (3) month  period of each lease
year.  In the  event  that  the  total  of the  quarter-annual  installments  of
percentage  rent for any lease year does not equal the percentage  rent computed
on the total amount of Gross Sales for such lease year, in  accordance  with the
formula set forth in the Data  Sheet,  then  Tenant,  at the time it submits the
annual  statement of Gross Sales required under Section 3.02, shall pay Landlord
any deficiency, or Landlord shall credit any overpayment to the next installment
of percentage  rent due from Tenant,  as the case may be. In no event,  however,
shall the aggregate of minimum rent and percentage rent to be paid by Tenant and
retained by Landlord for any lease year be less than the minimum rent  specified
herein.  If the  commencement  date of the lease term is other than  February 1,
then the percentage  rent covering the first lease year hereunder  shall be paid
in the following manner:  for the  quarter-annual  period during which the lease
term  commences,  the  percentage  rent  shall be equal  to the  product  of the
percentage  rent  factor and the  amount of Gross  Sales in excess of a prorated
fraction  of annual  Minimum  Gross  Sales  (with such  prorated  fraction to be
calculated by taking the number of days  remaining in such quarter annual period
as of the date the leased  premises  are  initially  opened for  business to the
general public,  dividing by 360, and multiplying the resulting  quotient by the
stated annual  Minimum Gross Sales  figure);  for the balance of the first 'ease
year, the percentage  rent shall be equal to the product of the percentage  rent
factor and the amount of Gross  Sales in excess of  one-quarter  (1/4) of annual
Minimum  Gross  Sales  during  each  subsequent  quarter-annual  period.  If the
expiration  date of the lease term is other than January 31, then the percentage
rent  covering  the final lease year  hereunder  shall be  calculated  in a like
manner,  with proration to occur in the  quarter-annual  period during which the
lease term expires In the event that Tenant shall be obligated to pay percentage
rent  calculated  on  different  percentages  for  more  than  one  category  of
merchandise  and/or  services  (a  "split  percentage"  arrangement),  then  the
percentage  rent  payable  by  Tenant  hereunder  shall be  calculated  for each
quarter-annual  period (and for any fractional period occurring at the beginning
or end of the term)  based  upon the  stated  percentages  being  applied to the
respective categories of Gross Sales for such period, with the minimum rent paid
by Tenant for any such period being deducted from the combined total in order to
arrive at the  percentage  rent owing by Tenant for such  period.  Such  amounts
shall be payable  within thirty (30) days after the expiration of the applicable
period.

     SECTION 2.03.  GROSS SALES.  The term "Gross Sales" as used herein shall be
construed to include the entire  amount of the actual  sales price,  whether for
cash or  otherwise,  of all  sales of  merchandise  or  services  and all  other
receipts  whatsoever of all business conducted in or from the leased premises by
Tenant, or by all
<PAGE>
     concessionaires   (as  defined  in  Section  3.02  hereof)  or   otherwise,
including,  without limitation,  mail, catalogue or telephone orders received or
filled at the leased  premises,  all deposits not  refunded to  purchasers,  and
orders taken,  although said orders may be filled  elsewhere.  A "sale" shall be
deemed to have been  consummated for the purposes of this Lease,  and the entire
amount of the sales price shall be  included in Gross  Sales,  at such time that
(i) the transaction is initially  reflected in the books or records of Tenant or
a concessionaire  (if a  concessionaire  makes the sale), or (ii) Tenant or such
concessionaire  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 for 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.
No  deduction  shall be allowed for direct or indirect  discounts,  rebates,  or
other reductions on sales to employees or others,  unless  generally  offered to
the public on a uniform basis.  In addition,  no deduction  shall be allowed for
uncollected or uncollectible credit accounts,  or for trade-ins or other credits
on sales to  employees  or others.  The term "Gross  Sales"  shall not  include,
however,  any sums  collected and paid out by Tenant for any sales or excise tax
imposed  by and  accounted  for by Tenant to any duly  constituted  governmental
authority,  nor shall it include the exchange of merchandise  between the stores
of Tenant,  if any,  where such exchange of goods or  merchandise is made solely
for the  convenient  operation of the business of Tenant and not for the purpose
of  consummating  a sale which has  theretofore  been made in or from the leased
premises  and/or for the purpose of depriving  Landlord of the benefit of a sale
which otherwise would be made in or from the leased premises, nor shall the term
include the amount of returns to shippers or  manufacturers,  nor proceeds  from
the sale of trade  fixtures.  There  shall be  deductible  from Gross  Sales the
amount of any cash or  credit  refund  made upon any sale in or from the  leased
premises,  previously included in "Gross Sales" hereunder, not to exceed the sum
so previously included, where the merchandise sold is thereafter returned by the
purchaser and accepted by Tenant.  The term  "merchandise" as used in this Lease
shall  include  food and  beverages if Tenant is permitted to sell such items in
Section 7.01 hereof.

     SECTION 2.04. RENT ADJUSTMENT.  (a)  Notwithstanding  any provisions to the
contrary  contained in this Lease,  Tenant shall pay to Landlord as minimum rent
for the second  lease year of the term of this  Lease,  and for each  subsequent
lease  year of said term,  but  subject to  further  increase  pursuant  to this
Section  2.04 and other  provisions  of this  Lease,  the greater of the amounts
calculated according to the formulas set forth in Paragraphs (i) and (ii) below.

     (i) Minimum  rent for the lease year in question  shall be increased by the
net percentage of change between the Base Index and the Index  published for the
first calendar month of such lease year (as such terms are defined below).

     (ii) Minimum rent for the lease year in question  shall be increased by the
amount of  percentage  rent  payable for the  immediately  preceding  lease year
pursuant to Section 2.02 hereof.

     (b) For purposes of the foregoing calculations, the term "Base Index" shall
be the Index (as defined in Section 27.20),  for the month during which the term
of this Lease commences (or, if the Index is not published for such month,  then
the Index published for the month closest,  but prior, to the lease commencement
date)  Following  any increase in minimum rent  pursuant to Paragraph (a) above,
the  "Base  Index"  for  future  calculations  shall be  redefined  is the Index
published for the first  calendar  month of the lease year for which the minimum
rent has last been  increased  pursuant to said Paragraph (a). The Index for the
first calendar month of any given lease year, if the Index iv. not published for
such month,  shall be the Index  published for the month closest,  but prior, to
the first  calendar  month of such lease year. For the purposes of this Section,
the percentage rent payable by Tenant for any lease year consisting of less than
twelve (12) full calendar  months shall be calculated by dividing the percentage
rent  payable by Tenant for such lease year  pursuant to Section  2.02 hereof by
the actual number of days in such lease year, and by  multiplying  the resulting
quotient by 360.  Landlord shall notify Tenant of the increased minimum rent for
each lease year  following  the  determination  of same by Landlord,  and Tenant
shall pay such  increased  minimum  rent for the  applicable  lease  year in the
manner set forth in Section  2.01  hereof.  In the event  that the  increase  in
minimum rent results from the calculation set forth above in subsection (a)(ii),
then the  Minimum  Gross Sales  otherwise  applicable  for such period  shall be
increased by a percentage equal to the percentage  increase in minimum rent made
by reason of the  percentage  rent  payable  in the  preceding  lease  year.  If
percentage  rent under this Lease  shall be  calculated  on the basis of a split
percentage  arrangement,  as defined in Section  2.02(1,)  hereof,  then, in the
event of an increase in minimum rent  resulting from the  calculation  set forth
above in subsection (a)(i),  only the minimum rent (not including such increase)
which would  otherwise be deducted shall be deductible  from the percentage rent
calculated  with respect to all Gross Sales of Tenant.  The minimum rent for any
period as stated in Section 2.01 hereof,  if different  than that stated for the
immediately  preceding  period,  shall be adjusted by multiplying such different
minimum rent ("Changed Rent") by the cumulative  percentage  increase in minimum
rent  pursuant to this Section from the  commencement  of the term of this Lease
through and  including the first lease year during which such Changed Rent would
have become  effective,  with the resulting  product to be added to such Changed
Rent to yield the  effective  minimum rent for such  period,  subject to further
adjustment as provided in this Section or elsewhere in this Lease.

     (c) Upon the opening of any  department  store within the  regional  retail
development during the term of this Lease (if such department store was not open
for business to the general public as of the  commencement  date of this Lease),
the minimum rent and Minimum Gross Sales then in effect shall be immediately and
automatically  increased by fifteen percent (15%),  subject to further increases
pursuant to this paragraph, this Section and other provisions of this Lease.

     SECTION  2.05.  TENANT'S TAX  OBLIGATION.  Tenant shall pay to Landlord its
proportionate share of all taxes and assessments which may be levied or assessed
by any lawful authority during the term of this Lease, or with
<PAGE>
     respect to each fiscal tax year falling in whole or in part during the term
of this Lease,  against the land,  buildings  and  improvements  comprising  the
Shopping Center,  and of all other taxes which Landlord becomes obligated to pay
with respect to the regional  retail  development,  irrespective of whether such
taxes are assessed against real or personal property.  The portion of such taxes
and assessments  allocated to the common areas of the Shopping  Center,  and the
portion of such taxes allocated to the  "net-building  area (Gross building area
less the sum of gross  leasable  floor  area and common  areas) of the  Shopping
Center,  shall be  deducted  from the total of such  taxes and  assessments  and
charged to Tenant in accordance with the provisions contained in Section 8.03 of
this Lease. Tenant's  proportionate share of the remaining taxes and assessments
(i.e..  those not  charged  under  Section  8.03)  shall be equal to the product
obtained by multiplying such taxes and assessments by a fraction,  the numerator
of which shall be the number of square feet of floor area in the leased premises
and the  denominator  of which shall be the total number of square feet of gross
leased and  occupied  floor area in the Shopping  Center.  In the event that any
present or future enactment of the State or any political subdivision thereof or
any governmental  authority having jurisdiction  thereover either: (a) imposes a
direct or indirect tax and/or assessment of any kind or nature upon,  against or
with respect to the rents payable by tenants or occupants in the regional retail
development  to Landlord  derived from the regional  retail  development or with
respect to the Landlord's (or the individuals' or entities' which constitute the
partners of the partnership  which is the Landlord,  or which is the beneficiary
of the Trust of which Landlord is Trustee, as applicable)  ownership of the land
and buildings comprising the regional retail development,  either in addition to
or by way of  substitution  for all or any  part of the  taxes  and  assessments
levied or assessed  against  such land and such  buildings,  including,  without
limitation,  any net profits tax or any comparable tax imposed on any portion of
Landlord's revenues from the regional retail development;  and/or (1,) imposes a
direct or indirect tax or surcharge of any kind or nature, upon, against or with
respect to the  parking  areas or the number of parking  spaces in the  regional
retail  development,  then in either  or both of such  events,  Tenant  shall be
obligated  to pay its  proportionate  share  thereof  as  provided  herein.  For
purposes of this Section, the term "regional retail development" shall be deemed
to include the land upon which any parking  facilities,  temporary  or permanent
off-site utility systems and any wooded area, lake,  shoreline thereof or island
park serving the regional retail  development are located with all  improvements
situated  thereon.  To the extent that real estate taxes and assessments are the
obligation  of Tenant  pursuant to Section  8.03  hereof,  the same shall not be
includable in Tenant's proportionate share pursuant to this Section.

     Tenant's  proportionate share of all of the aforesaid taxes and assessments
levied or assessed for or during the term  hereof,  as  determined  by Landlord,
shall  be paid in  monthly  installments  on or  before  the  first  day of each
calendar month, in advance,  in an amount  estimated by Landlord;  provided that
Landlord shall have the right to initially  determine  monthly  estimates and to
revise the estimates  from time to time,  and shall have the right to apply such
monthly  installments  to tax bills  according to the formula being  utilized by
Landlord from time to time.  Upon receipt of all tax bills and assessment  bills
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 the taxes and  assessments for such ear. In the event no
tax bill is  available,  Landlord  will  compute  the amount of such tax. If the
total  amount paid by Tenant  under this Section 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 ten (10) 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 of taxes and  assessments ~ue from Tenant to
Landlord  hereunder.  All amounts due hereunder  shall be payable to Landlord at
the place where the minimum rent is payable.  In the event Landlord contests any
taxes levied or assessed during the term hereof upon, against or with respect to
the Shopping Center or any portion thereof or interest therein,  or in the event
of Landlord's  negotiation  with respect to assessed  valuation for the Shopping
Center,  Tenant shall pay its proportionate share of Landlord's costs,  expenses
and attorneys' fees in connection  therewith calculated on the same basis as set
forth above in this  Section.  For the  calendar  or fiscal  years in which this
Lease commences and terminates,  the provisions of this Section shall apply, and
Tenant's liability for its proportionate  share of any taxes and assessments 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 a tax bill or assessment  bill  submitted by Landlord to Tenant
shall  at all  times be  sufficient  evidence  of the  amount  of  taxes  and/or
assessments  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.

     SECTION 2.06. PAYMENTS.  Rent shall be defined in this Lease as (i) minimum
rent,  (ii)  percentage  rent and (iii) all other  charges  of  whatever  nature
required to be paid by Tenant under this Lease,  including the Exhibits  hereto.
The rent charges described in item (iii) of the preceding sentence shall, unless
otherwise specified,  be due and payable ten (10) days after demand, without any
deductions  or setoff  whatsoever,  in the manner and at the place where minimum
rent is  payable  and  Tenant's  failure  to pay rent  shall  carry  with it the
consequences set forth under Article \'IX hereof. Landlord's rights and remedies
pursuant to this  Section  shall be in addition to any and all other  rights and
remedies  provided under this Lease or at law.  Notwithstanding  anything to the
contrary contained in this Lease, Landlord's
<PAGE>
demand  for any and all rent may be sent to  Tenant  by  regular  mail.  Rent is
specifically  agreed  by Tenant to be a  minimum  reasonable  use and  occupancy
charge for the leased premises.  In the event any sums required  hereunder to be
paid are not  received on or before the tenth (10th) day after the same are due,
then,  for each and  every  such  payment,  Tenant  shall  immediately  pay,  as
additional rent, a service charge of five percent (5%) of the outstanding amount
due.  In the event of  Tenant's  failure to pay the  foregoing  service  charge,
Landlord  may deduct said  charge  from the  deposit set forth in Section  26.01
hereof. The provisions of this Section shall not be construed to extend the date
for  payment of any sums  required  to be paid by Tenant  under this Lease or to
relieve  Tenant  of its  obligation  to pay all  such  sums at the time or times
herein  stipulated,  and neither the demand for, nor  collection by Landlord of,
late payment  service  charges  pursuant to this Section shall be construed as a
cure of any  default in payment by Tenant.  It is agreed  that the said  service
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>
                   ARTICLE III. RECORDS AND BOOKS OF ACCOUNT

     SECTION  3.01.  TENANT'S  RECORDS.  Tenant  shall  prepare  and keep  full,
complete and proper books and source  documents,  in accordance  with  generally
accepted accounting principles,  of the Gross Sales, whether for cash, credit or
otherwise,  of each  separate  department  at any time  operated  in the  leased
premises  and of the  operations  of each  subtenant,  concessionaire,  licensee
and/or  assignee,  and shall  require and cause all such  parties to prepare and
keep books,  source documents,  records and accounts  sufficient to substantiate
those kept by Tenant.  The books and source documents to be kept by Tenant shall
include, without limitation,  true copies of all State and local tax returns and
reports, records of inventories and receipts of merchandise, daily receipts from
all sales and other  pertinent  original  sales records and records of any other
transactions  conducted  in or from the leased  premises by Tenant and any other
persons conducting  business in or from the leased premises.  Pertinent original
sales  records  shall  include  without  limitation:  (i) cash  register  tapes,
including tapes from temporary registers, (ii) serially pre-numbered ~ (iii) the
original records of all mail and telephone orders at and to the leased premises,
(iv) settlement report sheets of transactions with subtenants,  concessionaires,
licensees  and  assignees,  (v) original  records  indicating  that  merchandise
returned by customers  was purchased at the leased  premises by such  customers,
(vi) memorandum  receipts or other records of merchandise taken out on approval,
(vii)  detailed  original  records of any  exclusions or  deductions  from Gross
Sales,  (viii) sales tax  records,  and (ix) such other sales  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.  Tenant
shall record at the time of each sale or other  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 Landlord and which shall possess
such other  features  as shall be  required by  Landlord.  All of the  foregoing
books,  source  documents and records shall be retained for a period of at least
f.~(A) years after the expiration of each lease year.

     SECTION 3.02.  REPORTS BY TENANT.  Tenant shall furnish to Landlord  within
thirty  (30) days after the  expiration  of each  quarter-annual  period of each
lease year a complete statement  ("quarterly  report"),  certified by Tenant, of
the amount of Gross Sales, as defined in Article II, Section 2.03 of this Lease,
made in, on or from the leased premises during said period. Failure of Tenant to
timely submit quarterly  reports as aforesaid shall entitle Landlord to estimate
Gross Sales based upon available data (with a reconciliation upon receipt of the
annual  report),  and Tenant shall be obligated to pay  percentage  rent, as set
forth in Section 2.02, on such estimated Gross Sales. Tenant also agrees that it
will furnish to Landlord  within  thirty (30) days after the  expiration of each
full lease year a complete statement,  certified by ~. showing in all reasonable
detail the amount of such Gross  Sales made by Tenant  from the leased  premises
during the preceding lease year.  Tenant shall in all events furnish to Landlord
within  fi~\1/4~)  days  after the end of each month of the term of this Lease a
written  statement of Gross Sales covering the preceding month, the statement to
be in such form and style and contain such details and breakdown as the Landlord
may reasonably require.  Tenant shall require and cause all its concessionaires,
if any, to furnish statements at the times and in the form and content specified
in this Section,  relating to their operations  within the leased premises.  All
reports of Gross Sales submitted or caused to be submitted by Tenant to Landlord
shall be  conclusive  and binding upon Tenant  unless such reports are corrected
within two (2) years after the date of issuance.  The term  "concessionaire"  as
used in  this  Lease  shall  mean  and  include  any  and  all  concessionaires,
licensees,  franchisees,  department operators, subtenants, permittees or others
directly or indirectly  operating or conducting a business in or from the leased
premises.

                                ARTICLE IV. AUDIT

     SECTION 4.01.  RIGHT TO EXAMINE  BOOKS.  Notwithstanding  the acceptance by
Landlord of payments of percentage  rent,  Landlord  shall have the right to all
rents and other charges actually due hereunder,  and the right to examine,  make
extracts from and copy,  at the leased  premises or (at the option of~~~) at the
corporate  headquarters office of Tenant in the United States,  Tenant's and all
concessionaires'  books,  source  documents,  accounts,  records  and  sales tax
reports filed with applicable  government agencies in order to verify the amount
of Gross  Sales in and from the  leased  premises.  Tenant  shall  make all such
documents and records available at the leased premises (or at Tenant's corporate
headquarters,  if elected by T~,,A1~j) upon ti'r~~(1) days' prior written notice
from Landlord.

     SECTION 4.02. AUDIT. At its option, Landlord may at any time, upon A.~~\';)
days'  prior  written  notice to  Tenant,  arrange  for an auditor  selected  by
Landlord to conduct a complete  audit  (including a physical  inventory)  of the
entire  records and  operations of Tenant and/or any  concessionaire  concerning
business  transacted  upon or includable in Gross Sales from the leased premises
during the period covered by any statement  issued by Tenant or a concessionaire
as above set forth in Article  III.  Tenant shall make  available to  Landlord's
auditor  at the leased  premises  (or at  Tenant's  corporate  headquarters,  if
elected by ~ within ~ days following Landlord's notice requiring such audit, all
of the books, source documents, accounts and records referred to in Section 3.01
of this Lease and any other  materials  which such  auditor  deems  necessary or
desirable  for the purpose of making such audit.  Tenant  shall  promptly pay to
Landlord the amount of any deficiency in percentage  rent payments  disclosed by
any such audit.  If such audit shall  disclose that Tenant's  statement of Gross
Sales is ~ to the extent of "~p~-ti..~,'1~) or more, Landlord may bill to Tenant
the amount of any deficiency and the cost of such audit,  which shall be paid by
Tenant within ten (10) days after Tenant's receipt of Landlord's invoice; in the
event Tenant fails to pay such  discrepancy  and costs,  Landlord may  terminate
this Lease as set forth below  and/or  shall have such other rights and remedies
as may be provided herein or at law arising by virtue of Tenant's failure to pay
rent. If such audit shall  disclose that Tenant's  statement of Gross Sales is ~
to the extent of or more then Landlord.  4n addition to the foregoing remedy and
other
<PAGE>
remedies  available to Landlord,  shall have the option,  upon at least ten (10)
days' notice to Tenant,  to declare this Lease terminated and the term ended, in
which event this Lease shall cease and  terminate on the date  specified in such
notice  with the same  force and  effect  as  though  the date set forth in such
notice were the date originally set forth herein and fixed for the expiration of
the term,  and Tenant shall vacate and surrender  the leased  premises but shall
remain  liable for all  obligations  arising  during the balance of the original
stated  term as provided in this  Lease.  In addition to the  foregoing,  and in
addition to all other remedies  available to Landlord,  in the event Landlord or
Landlord's  auditor  shall  schedule a date for an audit of Tenant's  records in
accordance  with this  Section,  and Tenant  shall fail to be available or shall
otherwise fail to comply with the requirements for such audit,  Tenant shall pay
all costs and expenses associated


     In addition to all other remedies available to Landlord,  in the event that
any such audit shall  disclose  that  Tenant's  records and other  documents  as
referred to in Articles III and IV hereof and such other  materials  provided by
Tenant to Landlord's auditor are inadequate, in the opinion ~ Landlord's auditor
to accurately  disclose Tenant's Gross Sales, then Landlord shall be entitled to
collect as additional  rent from Tenant an amount equal to fifteen percent (15%)
of the highest  Effective  Rent (minimum rent plus  percentage  rent) payable by
Tenant in any of the three (3) preceding lease years. Landlord's exercise of the
foregoing remedy shall in no way limit or otherwise affect Landlord's ability to
exercise other remedies available to it, nor shall Tenant's obligations pursuant
to the  terms,  covenants  and  conditions  of this  Lease  (including,  without
limitation,  Tenant's  obligation  with  respect to  reporting  Gross  Sales and
payment of  percentage  rent) be in any  manner  reduced  or  diminished  by the
exercise of such remedy. In the event that Tenant shall,  following the exercise
of such remedy, provide to Landlord all records and documentation as required to
be  provided  pursuant  to the terms of this  Lease so as to  permit  Landlord's
auditor to accurately establish Tenant's Gross Sales for the period in question,
then Tenant shall be permitted a credit with respect to any amount of additional
rent  collected by Landlord from Tenant  pursuant to this  paragraph,  with such
credit to be applied first against the  installment of percentage  rent due from
Tenant  for the  period in  question,  with any  remaining  credit to be applied
against the next  installment of percentage rent payable by Tenant.  Neither the
provisions  of this  Section 4.02 nor any other  provisions  in this Lease shall
restrict  Landlord's  rights  to  discovery  in any  litigation  or  arbitration
proceeding.

                   ARTICLE V. CONSTRUCTION OF LEASED PREMISES

     SECTION 5.01.  CONSTRUCTION  OF LEASED  PREMISES.  (a) The leased  premises
shall be constructed  substantially as set forth in Exhibit B, which is attached
hereto and made a part hereof.  Each of the parties  hereto does hereby agree to
perform the  obligations  imposed upon such panty in said Exhibit B at the times
and in the manner therein  provided.  All references in the text of the Lease to
Exhibit  B  shall  include   Exhibit  B-I.  Minor  changes  from  any  plans  or
specifications  covering  Landlord's  Work which may be, or which may have been,
necessary or appropriate  during  construction  of the Shopping Center or leased
premises shall not affect or change this Lease or invalidate same. If this Lease
is  executed  after the opening of the  regional  retail  development  or if the
leased  premises are in an expansion  wing of the  regional  retail  development
which opened  prior to the date of this Lease,  the parties  hereto  acknowledge
that the work to be performed  by Landlord  pursuant to Exhibit B has been fully
performed (except to the extent specifically otherwise set forth in Exhibit B).

     (b) Tenant agrees,  prior to the commencement of the term of this Lease, at
Tenant's  sole cost and  expense,  to provide all work of  whatsoever  nature in
accordance  with its  obligations  set forth in  Exhibit B as  "Tenant's  Work."
Tenant  agrees to furnish to Landlord the Working  Drawings  and  Specifications
(and  Demolition  Drawings,  as applicable)  with respect to the leased premises
prepared  in the manner and within the time  periods  required  in Exhibit B. If
such  Working  Drawings  and  Specifications   (and  Demolition   Drawings,   as
applicable)  are not  furnished by Tenant to Landlord  within the required  time
periods in form to permit approval by Landlord,  then Landlord may at its option
at any time while Tenant is in default of this provision, in addition to any and
all other  remedies  provided in this Lease,  by notice to Tenant  declare  this
Lease null and void and of no further force or effect, in which event this Lease
shall  terminate,  but Tenant shall remain  liable for all  obligations  arising
during the  original  stated term as provided in this  Lease.  In  addition,  if
Landlord  determines  that  Landlord and Tenant are unable to agree upon Working
Drawings and Specifications (and Demolition Drawings,  as applicable),  Landlord
shall have the  option,  upon notice to Tenant,  to declare  this Lease null and
void and of no  further  force  or  effect,  in which  event  this  Lease  shall
terminate on the date  specified in such notice,  in the same manner as provided
in the  preceding  sentence.  No  deviation  from the  final  set of  plans  and
specifications,  once approved by the Landlord,  shall be made by Tenant without
Landlord's prior written consent.  Approval of the plans and  specifications  by
Landlord shall not constitute the assumption of any  responsibility  by Landlord
or Landlord's architect for their accuracy, efficacy or sufficiency,  and Tenant
shall be solely  responsible  for such items.  Tenant  shall not open the leased
premises for business until all construction has been completed pursuant
<PAGE>
     to the  provisions of Exhibit B. Until such time as Tenant's  final Working
Drawings and Specifications (and Demolition  Drawings,  as applicable) have been
approved  in writing by  Landlord,  the right of Tenant to enter upon the leased
premises  shall  be  solely  for the  purpose  of  inspection,  measurement  and
obtaining information necessary to prepare architectural  drawings and construct
its premises.  Tenant shall not be deemed to have taken possession of the leased
premises until,  and Landlord shall be deemed to have delivered and Tenant shall
be  deemed  to have  taken  such  possession  when,  Tenant  actually  commences
construction  of its leasehold  improvements  following  Landlord's  approval of
Tenant's final Working Drawings and Specifications (and Demolition Drawings,  as
applicable). Until Tenant is so deemed to have taken possession, in the event of
a default by Tenant under this Article V, Landlord,  upon notice to Tenant shall
have the right to declare  this  Lease null and void and of no further  force or
effect and,  thereafter  may demise and lease the premises  described in Section
1.01  free  from any  rights  of  Tenant.  Tenant  shall  not open its store for
business  until  Tenant's  storefront  sign is  installed,  the  store  is fully
fixtured,  lighted, stocked with merchandise in place and staffed, and Tenant is
prepared to engage in the sale of goods and/or  services to the public  pursuant
to Article  VJI.  Under no  circumstances  shall  Tenant  remove the  storefront
barricade,  unless  Landlord  shall  specifically  otherwise  direct in writing.
Landlord shall remove the storefront  barricade (or Tenant shall remove the same
if so  directed in writing by  Landlord)  when Tenant is so prepared to open for
business as determined by Landlord,  and Tenant shall reimburse Landlord for all
costs and expenses in connection  with such removal (or Tenant shall pay for all
such costs and expenses directly  (including  transportation of the barricade to
storage in the  regional  retail  development),  if Tenant  shall be directed by
Landlord to perform  such  removal).  If all or any part of the leased  premises
shall have been previously occupied,  Tenant acknowledges that the Tenant's Work
described  in  Exhibit B has been  initially  performed  by a tenant  previously
occupying the leased  premises and that Tenant accepts the leased premises in an
"as is" condition without  representation by the Landlord or any person, firm or
corporation  on behalf of Landlord as to the  condition  thereof.  Tenant  shall
submit Working Drawings and Specifications  and Demolition  Drawings showing the
work to be performed by Tenant to  completely  remodel and  refurbish the leased
premises  and,  subject  to  Landlord's  approval,  will  cause  such work to be
performed  prior  to the  commencement  of the  term of  this  Lease.  All  such
additional work and permitted alterations,  repairs and improvements shall be in
accordance with the provisions of Exhibit B.

     (c) Upon  execution  of this  Lease,  Tenant  shall pay to  Landlord,  as a
reimbursement  to Landlord  for costs and  expenses  with  respect to the leased
premises,  the sum set  forth in the  Data  Sheet as  "Tenant  Reimbursement  to
Landlord."  The payment of such sum by Tenant shall not in any manner  reduce or
limit the  obligation  of Tenant for payment of other  charges under this Lease,
including,  without  limitation,  the charges set forth in the Exhibits attached
hereto.

     SECTION 5.02.  AVAILABILITY  AND  POSSESSION OF PREMISES FOR TENANT'S WORK.
(a) The leased  premises  shall be considered  available to Tenant when Landlord
furnishes  Tenant  with  a  written  notice  to  such  effect  (the  "Notice  of
Availability").  Upon receipt of such Notice of Availability,  Tenant shall have
only limited access to the premises for purposes of inspection  and  measurement
verification.  The Notice of Availability  shall not constitute  delivery of the
premises,  and  Landlord  (or a current  occupant of the  premises)  will retain
possession  of the premises  until  delivery of  possession is made to Tenant as
provided  below.  Landlord  may furnish the Notice of  Availability  at any time
subsequent to  Landlord's  obtaining  possession of the premises.  If the leased
premises are presently  occupied by another  tenant,  Landlord will not make the
premises  available to Tenant until a date after Landlord regains  possession of
the leased premises from the tenant presently occupying the same.

     (b) Landlord  covenants  to deliver  possession  of the leased  premises to
Tenant upon written approval by Landlord of Tenant's Working Drawings,  but only
if said approval is subsequent to or simultaneous with a furnishing to Tenant of
a Notice of Availability.  Upon receiving actual  possession,  Tenant shall have
access to the leased premises for all purposes set forth under this Lease.

     (c)  Upon  delivery  of   possession,   Tenant  accepts  the  premises  and
acknowledges  that the  premises  are in the  condition  required by this Lease,
subject to all field conditions  existing at the time of delivery of possession.
Failure of Landlord to deliver  possession of the leased  premises in the manner
and  condition as provided for in this Lease will not give rise to any claim for
damages by Tenant against Landlord, or against Landlord's contractor,  or permit
Tenant to rescind or terminate this Lease.

     SECTION 5.03.  LANDLORD'S AND TENANT'S  OPTIONAL RIGHT OF CANCELLATION.  If
for any reason the leased  premises are not ready for Tenant's  Work on the date
eighteen  (18) months  following the date of this Lease,  then,  for a period of
thirty (30) days thereafter,  Tenant shall have the option,  and for a period of
forty-five  (45) days following such eighteen (18) month period,  Landlord shall
have the option,  of canceling and terminating this Lease by not more than sixty
(60) days' written notice, one to the other, and, in the event that either party
shall exercise such option,  this Lease shall terminate with neither party being
liable to the other in damages or otherwise, and any money deposited pursuant to
Section  26.01  hereof  shall be returned to Tenant.  In the event that  neither
Tenant nor Landlord gives such written notice of cancellation, then said options
shall be null and void and of no further  force or effect,  and this Lease shall
be considered as  continuing in full force and effect.  In addition,  if another
tenant is presently in possession of the leased premises, and Landlord shall not
have  delivered  possession  of the  leased  premises  to  Tenant  by the  lease
commencement date (as specifically  identified in the Data Sheet), then Landlord
shall  have the right to  thereafter  terminate  this Lease at any time prior to
delivery of possession to Tenant by written  notice to Tenant,  with like result
as set forth in the first sentence of this paragraph.  If as of the date of this
Lease the leased  premises are (i) in a regional  retail  development,  or in an
expansion wing of a regional retail  development,  which development or wing, as
applicable,  has not  initially  opened  for  business  to the  public,  or (ii)
presently  occupied by another  entity,  then the foregoing  eighteen (18) month
period  under  this  Section  5.03  (and the four (4) year  period  set forth in
Section  5.04) shall be modified to commence as of (i) the  currently  projected
date of such initial opening, or (ii) the currently projected date of Landlord's
repossession of the leased premises from such present entity, as
<PAGE>
applicable.

     SECTION 5.04. ULTIMATE COMMENCEMENT DATE.  Notwithstanding  anything to the
contrary  contained  herein,  if for any reason  whatsoever  (including  without
limitation,  excusable  delay) the term of this Lease  shall not have  commenced
prior  to such  date as  shall be four  (4)  years  from the date of this  Lease
(subject to  extension as set forth in Section  5.03),  then this Lease shall be
automatically  terminated  without  further act of either party hereto,  and the
parties hereto shall be released from all obligations hereunder.

                 ARTICLE VI. ALTERATIONS, CHANGES AND ADDITIONS

     SECTION  6.01.  INSTAL~ON  BY TENANT.  Tenant shall not make or cause to be
made any  alterations,  additions or  improvements  to the leased  premises (for
example, but without limiting the generality of the foregoing,  Tenant shall not
install or cause to be installed any signs, floor covering, interior or exterior
lighting,  plumbing fixtures, shades, canopies or awnings,  electronic detection
devices,  antennas,  mechanical,  electrical or sprinkler  systems,  or make any
changes to the  storefront)  without the prior  written  approval of Landlord in
each  instance.  Tenant shall present to Landlord plans and  specifications  for
such work at the time  approval  is sought,  in  accordance  with  criteria  and
procedures as provided in Exhibit B.


     SECTION 6.02. REMOVAL BY TENANT. All alterations, additions, trade fixtures
and  improvements  made by  Tenant  shall  be  deemed  to have  attached  to the
leasehold and to have become the property of Landlord upon such attachment. Upon
expiration or earlier  termination  of the term of this Lease,  Tenant shall not
remove any of such  alterations,  additions,  trade  fixtures  or  improvements.
Landlord  may,  however,  designate  by  written  notice to Tenant  those  trade
fixtures  which  shall  be  removed  by  Tenant  at the  expiration  or  earlier
termination of the Lease,  and Tenant shall promptly  remove the same and repair
any damage to the leased  premises  caused by such removal.  Landlord shall have
the right to padlock or otherwise secure the leased premises upon the expiration
or earlier  termination  of the term of the Lease.  Landlord shall also have the
right, at any time during the term of this Lease, and upon expiration or earlier
termination of the term of this Lease, to immediately  enter the leased premises
in order to remove any items  which  shall be  determined  by  Landlord  to be a
violation  of  existing  health,  safety,  security  or other  similar  codes or
regulations  affecting  or  applicable  to the leased  premises or the  regional
retail  development.  Landlord  shall attempt to provide prior  notification  to
Tenant of such removal, subject to the then existing circumstances.

     SECTION  6.03.  CHANGES  AND  ADDITIONS.  Landlord,  for itself and for the
underlying  lessor, if any, hereby reserves the right at any time, and from time
to time, to make alterations to, and to build additional Stories on the building
in which the leased  premises are located,  and to construct other buildings and
improvements in the regional retail development,  including any modifications of
the common  areas in  connection  therewith,  to enlarge or reduce the  Shopping
Center or the  regional  retail  development,  to add decks or elevated  parking
facilities,  and to sell or lease any part of the land  comprising  the regional
retail development,  as shown on the site plan attached hereto as Exhibit A, for
the  construction  thereon  of a  building(s)  to be  occupied  by a  Department
Store(s)  which  may or may  not be  part of the  regional  retail  development.
Landlord also  reserves for itself and for the  underlying  lessor,  if any, the
right at any time,  and from time to time,  to change,  modify,  or abolish  any
temporary  off-site  utility or any storm  sewer or  retention  pond  system (if
applicable) serving the regional retail development. The purpose of Exhibit A is
to show the  approximate  location of the leased  premises  within the  Shopping
Center and Landlord reserves for itself and for the underlying lessor, ,,,f any,
the  right  at any  time  to  relocate,  enlarge,  or  reconfigure  the  various
buildings, parking areas and other common areas on said site plan. Tenant hereby
consents to the  exercise  by  Landlord of the rights set forth in this  Section
6.03  and  agrees  that  the  exercise  of such  rights  by  Landlord  or by the
underlying  lessor, if any, shall not diminish  Tenant's  obligations under this
Lease.

                   ARTICLE VII. CONDUCT OF BUSINESS BY TENANT

     SECTION 7.01. USE OF PREMISES. Tenant shall continuously use and occupy the
entire leased  premises  during the term of this Lease,  which use and occupancy
shall be solely for the purpose of  conducting  the  business  specifically  set
forth in the Data Sheet and for no other purpose or purposes.  It is agreed that
the use specified in the Data Sheet has been,  and is, a material  inducement to
Landlord in entering into this Lease with Tenant,  and that  Landlord  would not
enter into this Lease without this inducement.  If any  governmental  license or
permit 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  affect  Landlord  or the
Shopping  Center,  then  Tenant,  at Tenant's  expense,  shall duly  procure and
thereafter maintain such license or permit and submit the same for inspection by
Landlord.  Tenant,  at Tenant's  expense,  shall, at all times,  comply with the
requirements of each such license or permit.

     SECTION 7.02. OPERATION OF BUSINESS.  Tenant shall be open for business and
operate continuously,  during all days and hours established by Landlord, in all
of the leased premises  during the entire term of this Lease,  and shall conduct
its business at all times in a first class and reputable manner,  maintaining at
all times  -LII  staff of  employees  and LIl .] -- ~1~T  stock of  merchandise.
Failure  by Tenant  so to be open for  business  and to  operate  shall  entitle
Landlord,  in addition to other  remedies  provided in this Lease,  to mandatory
injunctive relief, and~~ give Landlord the right to erect a storefront barricade
in front of the leased premises at Tenant's  expense,  which barricade shall not
be removed except upon  Landlord's  prior written consent and with Tenant paying
the cost of such removal. The erection of such a barricade by Landlord shall not
be  construed  as a  re-entry  by  Landlord  into the leased  premises  or as an
acceptance by Landlord of any surrender of possession of the leased  premises by
Tenant.  In the event the maximum hours during which the Shopping Center (or any
separate part thereof) is legally permitted
<PAGE>
     to be open to the  public  are  regulated  by any  lawful  authority,  then
Landlord  shall be the sole  judge of which  days and  hours  shall be  Shopping
Center  business  days and hours (and the days and hours  applicable to any such
separate  part).  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 same well  lighted  during  such  hours as  Landlord  shall  designate.
Tenant, at Tenant's expense,  shall promptly comply witli all present and future
laws,  ordinances,  orders,  ru~egul ations and requirements of all governmental
authorities having jurisdiction,  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 or requirement is substantial,  or
foreseen  or  unforeseen,  or ordinary or  extraordinary,  or shall  necessitate
structural  changes or ~ovements or interfere  with the use and enjoyment of the
leased  premises.  Tenant shall not do or permit to e one in or about the leased
premises,  or bring  anything  therein,  which will in any way conflict with any
such law,  ordinance,  order,  rule,  regulation  or  requirement  affecting the
occupancy or use of the leased premises or the regional retail development which
is or may hereafter be enacted or promulgated by governmental authorities, or in
any way obstruct or interfere with the rights of others, nor shall Tenant use or
allow  the  premises  to be used  for any  improper,  immoral  or  objectionable
purposes as  determined  by Landlord.  Tenant shall not cause or permit the use,
generation,  storage or disposal in or about the leased premises or the regional
retail development of any substances,  materials or wastes subject to regulation
under any federal or state or local laws from time to time in effect  concerning
hazardous,  toxic or  radioactive  materials  unless  Tenant shall have received
Landlord's  prior written  consent,  which  Landlord may withhold or at any time
revoke in its sole discretion.  Tenant shall comply with all federal,  state and
local laws in effect from time to time prohibiting discrimination or segregation
by reason of race,  color,  creed,  age,  religion,  sex or national origin.  No
auction,  liquidation,  going out of business,  fire or bankruptcy  sales may be
conducted or  advertised  by sign or otherwise  in the leased  premises.  Tenant
shall  display  and sell  only  first-quality,  current-season  merchandise  and
Tenant's  sales  practices  shall be in  accord  with  standards  and  practices
generally  acceptable  in  enclosed  first-class,   full-retail-price   regional
shopping centers. Tenant shall be obligated to permit returns of merchandise and
shall allow cash  refunds on such  returns,  except in  connection  with special
sales and close  outs.  Tenant  shall  not  offer  any goods or  services  which
Landlord determines,  in its sole discretion, to be inconsistent~ the image of a
first-class,  family-oriented  regional  retail  development,  nor shall  Tenant
display or sell any goods containing  portrayals which Landlord  determines,  in
its sole discretion,  to be lewd,  graphically  violent or pornographic.  Tenant
agrees that it will conduct its business in good faith,  and will not do any act
tending to injure the reputation of the Shopping Center (or any part thereof) as
determined by Landlord.  Tenant shall not sell or display any paraphernalia used
in the  preparation  or  consumption  of  controlled  substances.  In the  event
Landlord has approved Tenant's remaining open for business after normal Shopping
Center hours (and/or any hours  applicable  to that part of the Shopping  Center
containing the leased  premises),  then such approval shall be conditioned  upon
Tenant's  paying for all  additional  costs  incurred  by  Landlord  as a result
thereof. Tenant shall not permit noise or odors in the leased premises which are
objected to by Landlord and,  upon written  notice from  Landlord,  Tenant shall
immediately  cease and desist from  causing  such noise or odor,  and failing of
which Landlord may deem the same a material  breach of this Lease.  Tenant shall
not  permit the  operation  of any coin  operated  or  vending  machines  or pay
telephones on the leased  premises,  other than in the areas reserved solely for
the use of Tenant's employees.  Tenant shall not sell or display any merchandise
within  r.'~~~\'i') of the  storefront  leaseline or opening unless such sale or
display  shall be expressly  approved on the Store Design  Drawings or otherwise
approved by  Landlord,  in writing,  except that Tenant  shall be  permitted  to
display  merchandise in the display  windows,  if any.  Tenant shall not use the
areas adjacent to the leased  premises for business  purposes.  Tenant shall not
store  anything in service or exit  corridors.  Tenant agrees that all receiving
and ~elivery of goods and merchandise, and all removal of merchandise, supplies,
equipment,  trash and garbage,  and all storage of trash and  garbage,  shall be
made only by way of or in the areas provided  therefor by Landlord  Tenant shall
not use or permit  the use of any  portion of the leased  premises  as  sleeping
quarters,  lodging rooms, or for any unlawful  purposes Tenant shall not install
any radio or television or other similar device  exterior to the leased premises
and shall not erect any  aerial on the roof or  exterior  walls of any  building
within the regional retail development.  Landlord may direct the use of all pest
extermination  contractors  at the sole cost and  expense  of Tenant and at such
intervals  as  Lanc;iord  may  require  Failure  of Tenant  to  employ  the pest
extermination  contractor  designated by Landlord shall entitle Landlord to such
contractor with respect to Tenant's premises and Tenant shall reimburse Landlord
for  the  cost  thereof.   Landlord  shall  have  the  option  to  provide  pest
extermination   services  for  the  Shopping   Center  or  the  regional  retail
development  or any part  thereof,  in which event  Tenant shall pay to Landlord
Tenant's   proportionate   share  of  the  cost  of  such  service,   with  such
proportionate  share to be calculated in the manner  provided in Section 8.03 of
this Lease In ~e event that Tenant is permitted pursuant to this Lease to engage
in the sale of food and beverages from the leased  premises,  then Tenant shall:
(i) offer such food and beverages  only pursuant to a menu approved by Landlord,
which shall not be changed  without  Landlord's  prior  written  consent  (which
consent  Landlord  may grant or withhold in its sole and  absolute  discretion),
(ii)  serve its  customers  in  containers  or dishes  and with  utensils  to be
approved by Landlord,  subject to change by Landlord from time to time, (iii) be
solely responsible for prompt disposal within the premises of all trash, garbage
and  debris,  and (iv)  inspect and  maintain  all grease  traps,  pans and hood
ventilators in good order,  condition and repair, and shall contract for same if
and as required by Landlord. The covenants of Tenant regarding hazardous,  toxic
or  radioactive  materials,  as set  forth  in this  Lease,  shall  survive  the
expiration or earlier  termination of the term of this Lease.  Without  limiting
any of the  foregoing  provisions,  [DELETED]  the  leased  premisesto  be  left
unattended  at any time.  In the event  that the leased  premises,  at any time,
[DELETED]  shall be left  unattended,  then,  in addition to all other  remedies
available to  Landlord,  Landlord  shall have the right to terminate  this Lease
upon ten (10) days' prior written notice to Tenant,
<PAGE>
     in which event this Lease shall  terminate  on the date  specified  in such
notice,  but Tenant shall remain liable for all  obligations  arising during the
original  stated term as provided in this Lease. If Landlord shall exercise such
termination  right,  Tenant shall have the right to vitiate such  termination by
written agreement (entered into within such ten (10) day period) to increase the
minimum  rent set forth in Section 2.01 hereof (as  increased  pursuant to other
provisions of this Lease) to three (3) times the amount otherwise  required.  In
the  event  of such  vitiation,  such  increased  rent  shall  become  effective
immediately  and shall  continue in effect for the  remaining  term of the Lease
(subject  to  further  increase  pursuant  hereto  and  pursuant  to  the  other
provisions ofthis Lease), and Tenant [DELETED]

     SECTION 7.03.  RADIUS.  During the term of this Lease, in the event Tenant,
its  parent  corporation  or  subsidiary  corporation,   or  its  franchisor  or
franchisee,  or its licensor or licensee,  or any person,  firm,  corporation or
other entity who or which controls or is controlled by Tenant, or by any person,
firm,  corporation or other entity which  directly or indirectly  controls or is
controlled by Tenant, 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  Section  7.01  within a radius  often (10) miles from the
leased  premises,  then the Gross  Sales (as  defined in this Lease) of any such
business or  businesses  within said radius shall be included in the Gross Sales
made  from the  leased  premises  and the  percentage  rent  hereunder  shall be
computed upon the aggregate of the Gross Sales made from the leased premises and
by any such other business or businesses  then conducted  within said radius and
Tenant shall report and maintain records of such sales in the manner provided in
Article III hereof.  This Section  7.03 shall not apply to any such  business or
businesses  open and being  operated by Tenant within said radius as of the date
of this  Lease as long as such  business  or  businesses  shall  continue  to be
operated in the same  location(s)  existing as of said~ If Tenant  fails to make
payments  required  pursuant  to  this  Section  7.03,  Landlord  or  Landlord's
authorized  representative or agent shall have the right at all reasonable times
during the term  hereof  and for a period of at least  four (4) years  after the
expiration  of the term of this  Lease,  to  inspect,  audit,  copy  and/or make
extracts of the books, source documents, records and accounts pertaining to such
other business or businesses  conducted  within said radius,  in accordance with
the provisions of Article IV hereof, for the purpose of determining or verifying
the additional rents due to Landlord pursuant to this Section.  Moreover, in the
event Tenant fails to supply to Landlord  sales records with respect to any such
sii~iilar or competing  business,  Landlord shall have the right to estimate the
sales  for such  businesses  based  upon  Tenant's  Gross  Sales  in the  leased
premises,  and the  additional  percentage  rent generated from the inclusion of
such estimated sales and Tenant's Gross Sales shall be deemed additional rent to
be paid by Tenant in accordance  with the provisions of Section 2.02 and 2.06 of
this Lease.

     SECTION 7.04.  STORAGE,  OFFICE SPACE.  Tenant shall such goods,  wares and
merchandise  as Tenant  intends to  warehouse,  store and/or stock in the leased
premises only offer for sale at retail at, in, from or upon the leased premises.
This shall not preclude  occasional  emergency transfers of merchandise from 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 in the leased premises.

     SECTION 7.05. CARE OF PREMISES.  Tenant, at Tenant's expense,  shall at all
times keep the leased  premises  (including  the service  areas  adjacent to the
premises,  display windows and signs) orderly,  neat,  safe, clean and free from
rubbish and dirt, and vermin, and shall store all trash, garbage and other solid
waste within the leased premises.  Tenant shall not burn any trash or garbage at
any time in or about the regional  retail  development.  Landlord may d.rect the
use by Tenant at Tenant's  expense of all solid waste  disposal  contractors  at
such  intervals as Landlord may require.  Landlord shall provide or contract for
any services or facilities for solid waste pickup or sewer  cleaning,  then enan
shall be  obligated to use the same and shall pay a  proportionate  share of the
expense  thereof within ten (10) days after being billed  therefor.  If Landlord
does not provide such  services,  Tenant shall arrange for the regular pickup of
all solid waste at Tenant's expense.

                           ARTICLE VIII. COMMON AREAS


     SECTION 8.01. OPERATION AND MAINTENANCE OF COMMON AREAS. Landlord agrees to
cause to be  operated  and  maintained  during the term of this Lease all common
areas within the Shopping Center.  The manner in which such areas and facilities
shall be operated and maintained, and the expenditures therefor, shall be at the
sole  discretion of Landlord and the use of such areas and  facilities  shall be
subject to such regulations as Landlord shall make from time to time.

     SECTION 8.02. USE OF COMMON AREAS.  The term ~common area,' as used in this
Lease,   shall  mean  (i)  the  following   areas  within  the  regional  retail
development:   parking   areas  and   facilities   as   determined  by  Landlord
(collectively   "parking  facilities"),   roadways,   pedestrian  sidewalks  and
walkways,   pedestrian  plazas,  pedestrian  passage  areas,  driveways,  public
transportation  loading and  unloading  facilities,  truckways,  loading  docks,
delivery areas,  landscaped  areas,  community  rooms,  office  facilities,  the
enclosed Mall, berms, elevators and escalators and stairs and ramps and vertical
transportation  facilities  not  contained  within any leased  premises,  public
restrooms  and  comfort  stations,  service  areas,  service  and  fire and exit
corridors,  passageways,  retention  ponds (if  applicable),  and  other  areas,
amenities,  facilities and improvements  provided by Landlord,  (ii) those areas
within the regional retail development and areas adjacent to the regional retail
development  which from time to time may be provided by the owners of such areas
for the convenience and use of Landlord, the tenants of the Shopping Center, the
owners  and  occupants  of the  Department  Store  Sites,  and their  respective
concessionaires,  agents, employees, customers, invitees and all other licensees
and others entitled to the use thereof and (iii) any other  facilities or areas,
whether within or outside the regional retail development,  as may be designated
by Landlord  from time to time.  The use and  occupancy  by Tenant of the leased
premises  shall  include the use of the common areas in common with Landlord and
with all others for whose  convenience and use the common areas have been or may
hereafter  be provided  by Landlord or by the owners of common  areas not within
the Shopping  Center,  subject,  however,  to rules and  regulations for the use
thereof as prescribed  from time to time by Landlord or the owner of such common
area,  including,  without  limitation,  the right of Landlord to determine  the
hours  and  mode  of  operation  of  the  elevators,   escalators  and  vertical
transportation  facilities  serving the Shopping Center, and including the right
of  Landlord  or such  owner to  impose  parking  charges,  whether  by meter or
otherwise,  with respect to any parking facilities.  In no event, however, shall
Tenant, its agents or employees, use the common areas for the display or sale of
merchandise.  Without  limiting the  generality of the  foregoing,  Landlord may
include in common areas
<PAGE>
     those portions of the Shopping Center presently or hereafter sold or leased
to Department  Stores,  until the building thereon has been opened for business,
at which time there  shall be  withdrawn  from the common  areas those areas not
provided by the owner  thereof for cornmon  use.  Tenant and its  employees  and
agents  shall  park  their cars and other  vehicles  only in areas  specifically
designated from time to time by Landlord for that purpose,  and shall not in any
case park their  vehicles in any private or  non-public  portions of the parking
facilities.  Tenant  covenants that it will enforce the parking by its employees
and agents in such  designated~  and in only public  areas.  Automobile  license
numbers of  employees'  and agents'  vehicles  shall be  furnished  by Tenant to
Landlord upon Landlord's  request.  In the event any vehicle is parked by Tenant
or by an employee or agent of Tenant in a private or non-public  parking area or
in any portion of the  parking  facilities  other than the area of such  parking
facilities as shall be designated by Landlord,  Tenant shall be obligated to pay
Landlord the sum of One Hundred  Dollars ($100) per day for each such vehicle in
order to partially  compensate  Landlord for the loss of percentage rent arising
from the business lost to Tenant and to other tenants in the Shopping Center due
to the lack of  available  parking  space in the said  parking  facilities,  and
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.  Similarly,  Landlord  shall  have the  right to cause any
vehicle to be towed if the  parking  charges,  if any, or the per diem charge or
reimbursement due to Landlord  hereunder,  with respect to such vehicle have not
been  paid;  with any such  vehicle  to be towed  to a  location  designated  by
Landlord and with Tenant being obligated to pay all parking  charges,  fines and
towing charges imposed by Landlord with respect to such vehicles. Tenant further
agrees to hold harmless  Landlord and defend Landlord,  its agents and employees
against any and all claims of the  employee,  agent  and/or owner of the vehicle
towed.  Landlord  shall have the further  option of  prohibiting  Tenant and its
employees  and agents from parking  their cars or other  vehicles in the parking
facilities,  and the violation of such prohibition  shall be subject to the same
provisions as set forth above.  Landlord may at any time close  temporarily  any
common area to make  repairs or changes,  to prevent the  acquisition  of public
rights  in such  area,  to  discourage  non-customer  parking,  to use areas for
attendant  or valet  parking,  and may do such  other  acts in and to the common
areas as in its judgment may be  desirable to improve the  convenience  thereof.
Tenant shall not provide,  nor shall  Tenant  authorize  any person or entity to
provide, valet or attendant parking~~~~ant's customers or others; Landlord shall
have the  exclusive  right,  but shall not be  obligated,  to  provide  valet or
attendant parking at the regional retail  development F!]R INSEBTS SECTION 8.03.
TENANT'S  PRO RATA SHARE OF  EXPENSES.  agrees to pay to  Landlord in the manner
hereinafter provided,  but not more often than once each calendar month Tenant's
proportionate sharr, of (1) all costs and expenses of every kind and nature paid
or incurred  by  Landlord in  operating,  equipping,  policing  and  protecting,
lighting,  heating,  air conditioning,  providing sanitation and sewer and other
services,   providing  a  music  and  public  address  system,  insuring  ~  sel
f-insurance  and the payment of deductible  amounts under  insurance  policies),
repairing,  replacing and maintaining (i) the common areas and (ii) all bui~'~gs
and roofs within the Shopping  Center and (iii) all other areas,  facilities and
buildings,    including   project   offices,   parking   facilities,    vertical
transportation  facil;~ies,  retention  ponds (if  applicable),  and any and all
facilities  and  improvements  connecting  the regional  retail  development  to
off-site  buildings or areas,  which are used in connection with the maintenance
and/or  operation  of, and whether  located  within or outside of, the  regional
retail  development  ~ereinafter  collectively  referred to as 'project areas"),
such costs and  expenses  shall  include,  but shall not be limited to, the full
cost of:  illumination  and  maintenance of regional retail  development  signs,
whether located on or off the regional retail development;  holiday and seasonal
lighting,  decorations  and  displays;  refuse  disposal,  water,  gas,  sewage,
electricity  and other  utilities  (without  limitation),  including any and all
usage, service, hook-up, connection, availability and/or standby fees or charges
pertaining  to same,  and  including all costs  associated  with the  provision,
maintenance  and  operation  of any central  telephone  service for the regional
retail development; the operation, maintenance, repair and replacement of all or
any part of the parking facilities; snow removal, maintenance, operation, repair
and  replacement  of any and all roads  (temporary or  otherwise)  servicing the
regional retail development,  including,  without limitation, any landscaping or
other work related to such roads,  maintenance and operation of any temporary or
permanent  utility,  including a sewage disposal  system,  within or without the
regional retail development,  built, operated and/or maintained for the specific
purpose of servicing the regional retail  development,  together with hook up or
connection fees and service charges;  compliance with laws,  rules,  regulations
and orders of governmental authorities;  maintenance for wooded areas, retention
ponds, lakes and shoreline area, (if applicable),  cleaning,  lighting, striping
and landscaping;  curbs,  gutters,  sidewalks,  drainage and irrigation ditches,
conduits,  pipes and  canals  located  on or  adjacent  to the  regional  retail
development;  premiums and all other costs with respect to liability,  casualty,
and property  insurance,  and compliance with insurance  requirements;  personal
property taxes, licensing fees and taxes; audit fees and expenses; supplies; the
cost and expense of supplying  music to the  regional  retail  development;  all
costs  and  expenses  of  enforcing  the rules and  regulations  established  by
Landlord for the Shopping Center and handling of claims or other matters arising
from the  operation of the regional  retail  development;  real estate taxes and
assessments and substitutions and replacements thereof levied or assessed by
<PAGE>
     municipal,  county,  state,  federal or other taxing or assessing authority
upon,  against or with respect to the common areas, the project areas and/or the
land thereunder and the land on which the Shopping Center buildings are located,
and all property  (including any land upon which may be located any temporary or
permanent  utility,  including a sewage disposal  system,  within or without the
regional retail development built, operated and/or maintained for the purpose of
servicing the regional retail development) provided by Landlord which may at any
time comprise or serve the Shopping  Center,  whether located on or off the site
of the Shopping Center, irrespective of whether the same is taxed or assessed as
real or personal property; cost, lease payment or depreciation of any equipment,
improvements  or facilities  used in the operation or  maintenance of the common
areas or project areas, including,  without limitation,  any imputed interest as
may be applicable to costs paid or incurred by Landlord the full amount of which
is not included  under this  Section  8.03 in the year so paid or incurred,  and
including any interest or other expense  associated  with any loans  obtained by
Landlord with respect to any cost or expense  included or includable  hereunder,
including  any portion of the  long-term  debt on the Shopping  Center which has
been   incurred   for   such   purposes;   total   compensation   and   benefits
(including_premiums for workers' compensation or any
<PAGE>
     other insurance or other retirement or employee benefits, and including all
costs  incurred in providing  such  benefits)  paid to or on behalf of employees
involved in the  performance  of the work  specified  iii this  Section  8.03 or
employees  otherwise  providing services to tenants or customers of the Shopping
Center; and (2) an amount equ~~~fifteen percent (15%) of the total of all of the
foregoing  costs  and  expenses  for  the  regional  retail   development.   The
proportionate  share to be paid by Tenant shall be that portion of the foregoing
costs and  expenses  which the number of square feet of floor area in the leased
premises  bears to the total  number of square feet of gross leased and occupied
floor area of all  buildings  in the  Shopping  Center  abutting on the enclosed
Mall.  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.

     Tenant's  proportionate  share of such costs and  expenses for each Sr(lt ~
~ltl(pound)B  ~t]13 ~~SEBTS lease year shall be paid in monthly  installments on
the first day of each  calendar  month,  in advance,  in an amount  estimated by
Landlord  from time to time.  Subsequent  to the end of each  calendar or fiscal
lease  year  (at  Landlord's  option),  Landlord  shall  furnish  Tenant  with a
statement of the actual amount of Tenant's  proportionate share of such cost and
expenses for such ~od.If the total amount paid by Tenant under tills Section for
any such year shall be less than the actual amount due  fF~~T~nant 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 ten (10) days after the  furnishing  of each such  statement,  and if the
total amount paid by Tenant hereunder for any such year shall exceed such actual
amount due from Tenant for such year, such excess shall be credited  against the
next  installment due from Tenant to Landlord under this Section.  Land lord may
estimate  the annual  budget and charge the  estimated  share to the Tenant on a
monthly  basis  subject to  revision by Landlord of the budget from time to time
and final annual  adjustment based upon actual expenses.  Neither the provisions
of this Section,  nor any of the othe~ requirements or restrictions imposed upon
Tenant under this Lease,  shall excuse Tenant from its obligation to comply with
laws and ordinances and other governmental  requirements as set forLh in Section
7.02 hereof.

                                ARTICLE IX. SIGNS


     SECTION 9.01.  SIGNS.  Tenant shall affix a sign to the exterior surface of
the  storefront of the leased  premises  fronting on the enclosed Mall and shall
maintain  said sign in good  condition and repair during the entire term of this
Lease. Said sign shall conform to the criteria for signs contained in Exhibit B,
and the size, content, design and location thereof shall be subject to the prior
written approval of Landlord. Except as hereinabove mentioned,  Tenant shall not
place or cause to be placed,  erected or maintained on any exterior door,  wall,
window or the roof of the leased premises, or on the glass of any window or door
of the leased premises,  or on any sidewalk or other location outside the leased
premises, or within any display window space in the leased premises, or within ~
feet of the front of the storefront  ~easeline or opening,  whether or not there
is a display window space in the leased premises,  or within any entrance to the
leased premises, or otherwise visible from the Mall, any sign (flashing, moving,
hanging,  handwritten,  or otherwise),  decal,  placard,  decoration,  flashing,
moving or hanging lights, lettering, or any other advertising matter of any kind
or description. Moreover, Tenant is prohibited from utilizing any displays which
are not part of the fixture plan  approved in writing by Landlord for the leased
premis~  If Tenant  places or  causes  to be  placed  or  maintained  any of the
foregoing,  the  same  may be  removed  by an ord or  Landlord's  representative
without  notice and without such removal  constituting a breach of this Lease or
entitling Tenant to claim damages on account thereof. No symbol,  design,  name,
mark or  insignia  adopted by Landlord  for the  Shopping  Center  shall be used
without the prior written  consent of Landlord.  No illuminated  sign locat~d in
the  interior  of the  leased  premises  and which is visible  from the  outside
thereof shall be permitted  without the prior written approval of Landlord.  All
signs located in the interior of the leased  premises shall be in good taste and
professionally  printed so as not to detract from the general  appearance of the
leased premises and the Shopping~


                             ARTICLE X. MAINTENANCE

     SECTION 10.01. LANDLORD'S OBLIGATIONS FOR MAINTENANCE.  Landlord shall keep
and  maintain  the_exterior  surfaces of the  exterior  walls of the building in
which the leased  premises are located  (exclusive of doors,  door frames,  door
checks, other entrances,  windows and window frames which are not part of common
areas, and storefronts) in good repair, except that Landlord shall not be called
upon to make any such repairs occasioned by the act or negligence of Tenant, its
agents,  employees,  invitees,  licensees or contractors.  Landlord shall not be
called  upon to make any  other  improvements  or  repairs  of any kind upon the
leased premises and appurtenances, except as may be required under Articles XVII
and XVIII  hereof,  and  nothing  contained  in this  Section  10.01 shall limit
Landlord's right to reimbursement from Tenant for maintenance,  repair costs and
replacement  costs conferred elsew here in ~ Lease.  ~r::  f~lATL'h:E~ ~ SECTION
10.02.  TENANT'S OBLIGATIONS FOR MAINTENANCE.  (a) Except as provided in Section
10.01 of this Lease,  Tenant,  at Tenant's  expense,  shall keep and maintain in
first-class appearance, in a condition at least equal to that which existed when
Tenant  initially  opened the leased  premises for business,  and in good order,
condition and repair as determined by Landlord  (including  replacement of parts
and equipment,  if necessary) the leased premises and every part thereof and any
and  all  appurtenances  thereto  wherever  located,   including,   but  without
limitation,  the  interior  surfaces of the  exterior  walls,  the  exterior and
interior  portion of all doors,  door  frames,  door  checks,  other  entrances,
windows,  window  frames,  plate  glass,  storefronts,  all  plumbing and sewage
facilities within the leased premises,  including free flow up to the main sewer
line, fixtures, ventilation, heating and air conditioning and electrical systems
(whether or not located in the leased~ses,  sprinkler systems, walls, floors and
ceilings, and all other




<PAGE>
     repairs,  replacements,  renewals and restorations,  interior and exterior,
ordinary  and  extraordinary,  foreseen  and  unforeseen,  and  all  other  work
performed by or on behalf of Tenant pursuant to the exhibits  attached hereto or
Articles V or VI hereof or otherwise in accordance  with the  provisions of this
Lease. Tenant shall remodel the leased premises as required in Exhibit B.

     Tenant  shall  keep and  maintain  the  leased  premises  in a clean,  (1))
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,
fire marshall, building inspector, or other proper officials of the governmental
agencies having  jurisdiction,  and Tenant shall comply with all requirements of
law,  ordinances and otherwise,  affecting the leased premises,  all at the sole
cost and expense of Tenant. At the time of the expiration or sooner  termination
of the tenancy  created  herein,  Tenant shall  surrender  the ~premises in good
order, condition and expenses.

     (c)  Tenant  shall  keep the  leased  premises  and all other  parts of the
regional retail  development free from any and all liens arising out of any work
performed,  materials  furnished or obligations  incurred by or for Tenant,  and
agrees  to  bond  against  or  discharge  any  such  lien  (including,   without
limitation, any construction,  mechanic's or materialman's lien) within.-'- days
after written request therefor by Landlord.  Tenant shall give Landlord at least
fifteen  (15) days' notice prior to  commencing  or causing to be commenced  any
work on the leased premises  (whether prior or subsequent to the commencement of
the lease term), so that Landlord shall have reasonable  opportunity to file and
post notices of  non-responsibility  for Tenant's  work.  In addition,  prior to
commencing  or causing to be commenced any work on the leased  premises,  Tenant
shall file a Notice of Commencement (or other similar  instrument  limiting lien
rights related to Tenant's Work) as provided by applicable  statutory provisions
and shall deliver a copy of such Notice of Commencement (or similar  instrument)
to Landlord.  Tenant shall reimburse Landlord for any and all costs and expenses
which may be  incurred  by  Landlord  by reason of the  filing of any such liens
and/or the removal of same, such  reimbursement  to be made within ten (10) days
after written  notice from  Landlord to Tenant  setting forth the amount of such
costs and expenses.

     (d)  Tenant,   at  its  own  expense,   shall  install  and  maintain  fire
extinguishers,  other fire  protection  devices as may be required  from time to
time by any agency having  jurisdiction  thereof.  Should  Landlord's  insurance
carrier require that Tenant's fire protection  system be modified,  Tenant shall
make such  modification at its sole expense within thirty (30) days after notice
in  writing ~ Failure  of Tenant to do so shall  entitle  Landlord  to enter the
leased  premises  and make such  modification  at the expense of Tenant.  Tenant
shall pay all  charges  billed by  Landlord  within ten (10) days after  invoice
Tenant shall also be liable for any additional  insurance  premiums  assessed to
Landlord relating to the

     (e) (1) Tenant  agrees to operate its heating and its  ventilating  and air
conditioning  system(s)  serving the leased  premises  during  regular  Shopping
Center business hours so as to maintain comfort conditions.  Temperatures in the
leased  premises  shall be compatible  with  temperatures  in the enclosed Mall.
Tenant's installation of its heating and ventilating and air conditioning system
shall be as set forth in Exhibit  B,  attached  hereto  and made a part  hereof.
Tenant shall be fully obligated for its maintenance and repair. Tenant shall not
drain heat or  ventilation or air  conditioning  from the enclosed Mall into the
leased  premises and Tenant shall at all times  maintain  adequate  temperatures
within the leased premises to prevent any such drainage;  likewise, Tenant shall
not  discharge  air from the leased  premises  into the  enclosed  Mall or other
interior  areas.  Landlord  shall not be  obligated to Tenant for any damages or
cost  or  expense  resulting,  directly  or  indirectly,  from  any  failure  or
malfunction  of any air  conditioning  supply  system or condenser  water system
serving the Shopping Center or any component parts of any such system.

(2) To the  extent  the  leased  premises  shall be  serviced  by a central  air
conditioning or condenser water system,  Tenant's  obligation for connecting to,
and all charges  for,  the  central  system,  as well as Tenant's  installation,
operation and maintenance of its heating and  ventilating  and air  conditioning
portion  of the  system  shall be as set forth in  Exhibit  B (and any  separate
exhibit relating to such central system) attached hereto and made a part hereof.
Landlord  shall not be  obligated  to Tenant for any  damages or cost or expense
resulting,  directly  or  indirectly,  from any  failure or  malfunction  of the
central air conditioning  supply system (or central  condenser water system,  as
applicable) or any component parts thereof Tenants  approved by Landlord for the
installation of a separate  heating,  ventilating and air  conditioning  system,
serving  the  leased  premises,  shall  construct  the same in  accordance  with
Landlord's  criteria.  If Tenant shall  install  such a system,  Tenant shall be
fully obligated for its maintenance and repair.

     (f) Tenant  expressly  waives all rights to make  repairs at the expense of
Landlord as provided for in any statute or law in effect during the term of this
Lease.

     (g) In the event that Tenant  fails,  refuses or  neglects to commence  and
complete




<PAGE>
repairs  promptly  and  adequately,  to  remove  any  lien,  to pay any cost or
expense, to reimburse  Landlord,  or otherwise to perform any act or fulfill any
obligation  required of Tenant  pursuant to this Section 10.02,  Landlord ma but
shall not be required  to, make or complete any such  repairs,  remove such lien
(without inquiring into the vali~thereof),  pay such cost or perform such act or
the like without ~- notice to, but at the sole cost and expense of, Tenant,  and
Tenant shall reimburse  Landlord for all costs and expenses of Landlord  thereby
incurred  within  ten (10) days  after  receipt  by Tenant  from  Landlord  of a
statement  setting forth the amount of such costs and  expenses.  The failure by
Tenant so to make repairs,  to remove any lien, to pay any such cost or expense,
or to so reimburse  Landlord (in the case of reimbursement,  within such ten-day
period)  shall  constitute  a default by Tenant under this Lease and shall carry
with it the same consequences

                    ARTICLE XI. INSURANCE AND INDEMNITY

     SECTION 11.01. TENANT'S INSURANCE (a) [UNREADABLE]

     (b) [UNREADABLE]

     (c) [UNREADABLE]

     (d) [UNREADABLE]

<PAGE>

     (e) Tenant  shall not carry any stock of goods or do  anything  in or about
the leased  premises which will in any way tend to increase the insuran~e  rates
on the Shopping  Center,  the regional retail  ~evelopment,  the leased premises
and/or the  building of which they are a part and/or the  contents  thereof.  If
Tenant installs any electrical  equipment that overloads the lines in the leased
premises, Tenant shall at its own expense make whatever changes are necessary to
comply with the  requirements  of the insurance  underwriters  and  governmental
authorities having jurisdiction.

     SECTION 11.02.  LANDLORD'S INSURANCE.  (a) Landlord agrees, during the term
hereof,  to  provide,  to the  extent  the  same is  available  from  Landlord's
insurance  carrier,  in amounts and coverages  determined  by Landlord,  with or
without  deductibles,  insurance coverage against such risks as are from time to
time  included  in  a  standard  extended  coverage  endorsement,  insuring  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 may also carry at
its option special extended  coverage  endorsements and other special  insurance
coverage  (including,  without limitation,  earthquake  coverage).  Tenant shall
submit  to  Landlord  an  itemized  statement  setting  forth  the  cost of such
improvements  promptly  after  completion  thereof and Tenant  shall  provide to
Landlord,  within  thirty (30) days after the end of each lease year of the term
hereof,  a  written  appraisal  of the  then  current  replacement  value of the
leasehold  improvements  to  the  leased  premises,  which  appraisal  shall  be
certified by an independent  insurance  appraiser.  In the event Tenant fails to
provide such itemized  statement or any such appraisal,  Landlord shall have the
right to  estimate  the  value of said  improvements,  which  estimate  shall be
binding  upon  Tenant  Tenant  agrees to pay  Landlord  for the total cost of so
insuring such improvements,  including,  without limitation,  the payment of all
applicable  deductible amounts, such payments (other than deductible amounts) to
be made in equal monthly  installments  on the first day of each calendar month,
in advance, in an amount estimated by Landlord; provided, however, that Landlord
may elect to bill Tenant for such costs on a basis less  frequent  than monthly.
Deductible amounts shall be paid by Tenant upon notice from Landlord. Subsequent
to the receipt by Landlord of an invoice for such insur.ince  premium,  Landlord
shall furnish  Tenant with a written  statement  setting forth such cost. If the
total amount paid by Tenant under this Section for any calendar, lease or fiscal
year (at Landlord's option) 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 the  furnishing of each such
statement,  and if the  total  amount  paid by  Tenant  hereunder  for any  such
calendar  year shall exceed uch actual  amount due from Tenant for such calendar
year,  such  excess  shall be  credited  against  the next ~ due from  Tenant to
Landlord under this Section 11.02.  SEE ATTAT~~E~  ~I!)E~ ~ I~SEBTS (0) Landlord
agrees,  during the term hereof,  to carry rent  interruption  insurance,  which
insurance  may be  carried in  amounts  equal to  Tenant's  total  minimum  rent
obligation  for twelve  (12) full months (or such other  period as Landlord  may
elect)  under  this  Lease  p~us the total of the  estimated  costs to Tenant of
taxes,  assessments,  insurance  ~remiums and common area maintenance  costs for
such  twelve  (12) month  period (or such other  period as  Landlord  may elect)
Tenant  agrees from time to time,  to  reimburse  Landlord for the total cost of
such insurance, such reimbursement to be made within ten (10) days after receipt
of a written statement from Landlord setting forth such cost

     (c) Any insurance required of Landlord hereunder may be furnished by or for
Landlord under any blanket policy carried by or for Landlord or under a separate
policy therefor. The cost of the foregoing insurance under this Section 11.02 is
a part of the cost of the property  insurance which may be included in the costs
and expenses  Set forth in Section 8.03 hereof To the extent that the  foregoing
insurance costs shall be so included under Section 8.03 and Tenant shall pay its
proportionate  share of costs and expenses  pursuant to said Section 8.03,  such
insurance  costs ~hall not be  separately  charged to Tenant  under this Section
11.02. lNS(pound)~

     SECTION 11.03. COVENANT TO HOLD HARMLESS. Tenant ~ Landlord, the underlying
lessor,   if  any,   and  their   respective   officers,   ~ors,   stockholders,
beneficiaries,  partners,  representatives,  agents and employees, and save them
harmless  (except for loss or damage  resulting  solely from the  negligence  of
Landlord  and not  required  to be insured  against by Tenant  pursuant  to this
Article XI) from and against any anu all claims,  actions,  damages,  liability,
cost and expense,  including  attorneys'  fees, in  connection  with all losses,
including loss of life, personal injury and/or damage to property,  arising from
or out of any occurrence in, upon or at the leased  premises or the occupancy or
use by Tenant of the leased premises or any part thereof, or arising from or out
of Tenant's  failure to comply with any  provision  of this Lease or  occasioned
wholly or in part by any act or omission of Tenant, its concessionaires, agents,
contractors,  suppliers,  employees,  servants,  customers or licensees. For the
purpose of this Section  11.03,  the leased  premises  shall include the service
areas  adjoining  the same and the loading  platform  area  allocated to ~use of
Tenant~the parking facilities servicing the Shopping Center. In case 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,  determine  that  it  must  intervene  in such
litigation to protect its interest hereunder, including, without limitation, the
incurring of costs,  expenses,  and attorneys' fees in connection with relief of
Tenant  ordered  pursuant to the  Bankruptcy  Code (11 USC ~ 101 ~ seci.),  then
Tenant  shall  protect  and hold them  harmless  by  attorneys  satisfactory  to
Landlord  and shall pay all  costs,  expenses  and  reasonable  attorneys'  fees
incurred  or paid by such party in  connection  with such  litigation.  Landlord
shall have the right to engage its own attorneys in  connection  with any of the
provisions  of  this  Section  11.03  or any  other  provision  of  this  Lease,
including,  without  limitation,  any  defense of Landlord  or  intervention  by
Landlord,  notwithstanding  any contrary  provisions  or court  decisions of the
State The foregoing  provisions of this Section shall survive the  expiration or
earlier termination Cf the term of this Lease. _________ _____



<PAGE>
     SECTION 12.01.  UTILITY CHARGES. (a) Tenant shall be solely responsible for
and shall promptly pay all necessary fees,  deposits and charges,  including use
and/or  connection  fees,  hook-up  fees,  standby  fees,  and/or  penalties for
discontinued  or  interrupted  service,  and the like,  for  water,  gas,  heat,
electricity,  centrally conditioned cold air supply, sewer and sanitation, solid
waste  disposal and any other service or utility used in or upon or furnished to
the  leased  premises,  irrespective  of  whether  Landlord  has paid for  these
services in advance,  or otherwise.  Landlord,  at its sole option, may elect to
furnish any or all of the above  services on a "rent  inclusion  basis"  without
separate charge therefor to Tenant, by metering or otherwise,  such charge to be
included in the minimum rent payable hereunder,  in which event the minimum rent
specified  in Section  2.01  shall be  increased  to  reflect  the value of such
service(s) as provided in paragraph (h) below.  Alternatively,  Landlord, at its
sole option,  may provide for any or all of such  services on a  separate-charge
basis,  and in such event Tenant shall purchase such  service(s)  from Landlord,
and within ten (10) days after Landlord bills Tenant for any such service Tenant
shall pay Landlord such rates,  charges and fees,  upon terms and  conditions as
Landlord may  establish;  provided  that, if the rates,  charges or fees for any
such service are regulated by a public agency, the rates, charges and/or fees to
Tenant  shall be  computed  using the  maximum  rate  schedules  which  would be
applicable if Tenant were at the time a direct customer of the applicable public
utility corporation.  If the cost of any such service for any month has not been
made known to Landlord at the time of billing,  Landlord shall have the right to
estimate  the  amount  thereof,  and to base its  billing  to  Tenant  upon said
estimated amount, and Landlord may adjust such billing when the actual amount is
made  known to  Landlord.  Landlord  shall  also have the right to  periodically
estimate  the monthly  amount  required  to be paid by Tenant to  Landlord  with
respect to any or all of such services  provided by Landlord and such  estimated
monthly  amount  or  amounts  shall be paid by  Tenant  on the  first day of ~ch
calendar  month,  in  advance,  at the place  and in the  manner  specified  for
payments of minimum rent hereunder. Landlord shall have the right to change such
estimated  amount or  amounts  at any time and from  time to time,  by notice to
Tenant.  If the total of the estimated  monthly  payments made by Tenant for any
lease year or calendar year shall be less than the actual amount due from Tenant
pursuant to the  provisions  of this  Section,  Tenant shall pay to Landlord the
difference  between the amount  paid by Tenant and the actual  amount due within
ten (10) days after  submission  to Tenant of  Landlord's  statement and invoice
therefor; and if the total of the estimated payments made by Tenant for any such
year shall  exceed the actual  amount due from  Tenant,  the excess  amount paid
shall be  credited  against the next  payment due from Tenant to Landlord  under
this  Section.  Landlord,  at its sole  option,  may  require  Tenant to install
separate,  appropriate  meters  for  measuring  Tenant's  consumption  of water,
electricity or the like, and may require Tenant to remove any or all such meters
upon Landlord's  discontinuing the service in question to Tenant. The failure by
Tenant to pay when due any amount  payable to Landlord  under this Section 12.01
shall carry with it the same  consequences  as failure to pay any installment of
rent when due.  Notwithstanding the foregoing,  if a separate exhibit describing
applicable  rates for a utility service is attached to this Lease,  Tenant shall
pay for such service pursuant to such exhibit

     (b) In the event Landlord  furnishes  electricity on a rent inclusion basis
as provided  above, at such time as Tenant's  lighting and electrical  equipment
has oeen completely  installed,  Landlord may, at Landlord's sole option (and to
the extent  permitted  by  applicable  regulations),  cause a survey of Tenant's
usage of electricity to be made by an independent electrical consultant selected
by Landlord. The consultant shall render a report to Landlord and Tenant showing
the  estimated  amount of  electricity  which  Tenant  will  consume,  the value
thereof, and the minimum rent reserved hereunder shall thereupon be increased to
reflect such value. Tenant shall promptly pay to Landlord the difference between
the minimum rent  hereunder and the increased  minimum rent as so determined for
all months of the term of this Lease ,, hich have  therefore  elapsed,  and each
monthly  installment of rent  thereafter paid by Tenant shall be based upon such
increased rent.  Subject to applicable utility  regulations,  each party to this
Lease shall  thereafter  have the right  whenever such party  believes there has
been a material  increase  or decrease  in  Tenant's  regular  usage of electric
current (that is, a change therein other than on a temporary  basis) to request,
by notice to the other party,  a  redetermination  of the fair rent value of the
electric service then furnished by Landlord.  When any such request occurs,  the
redetermination  shall  be  made  as  promptly  as  possible  by an  independent
electrical  consultant  selected by Landlord,  and,  based upon its report,  the
minimum rent  theretofore  required to be paid  hereunder  shall  thereafter  be
adjusted to reflect such new fair rent value.  Any change or  adjustment in such
report shall be binding on both Landlord and Tenant.  It is agreed that the cost
of conducting the redetermination  shall be borne solely by the party requesting
same. Tenant agrees, on request of Landlord, to execute and deliver from time to
time a supplement  to this Lease,  setting  forth the new minimum  rent, as then
determined as above provided. After the making of the initial survey referred to
above,  Tenant  shall not without  prior  written  notice to  Landlord  make any
alterations in or additions to the electrical equipment and/or appliances in the
leased  premises.  Tenant shall  promptly  execute a separate  utility letter or
utility agreement if requested by Landlord or by the applicable utility company.

     (c) Any furnishing by Landlord of electric  current to the leased  premises
shall be limited to the extent of the cap~ity of  Landlord's  existing  feeders,
switches,  risers,  wiring installations and other electrical system serving the
leased  premises  (the  "electric  distribution  system").  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 the electric  distribution  system without  Landlord's prior written
consent in each instance.

     (d) In the event that,  at any time  during the term of this Lease,  Tenant
desires to connect or install any  additional  electric  fixtures,  equipment or
appliances to the electric  distribution system and such fixtures,  equipment or
appliances  require  additional  electric  current which,  in  combination  with
Tenant's existing electrical  requirements  exceeds the capacity of the electric
distribution  system,  then,  provided  that  Landlord  shall have  consented in
writing to such connections or installations, Landlord, upon the written request
of Tenant and at the sole cost and expense of Tenant, will

     services and personnel so provided shall be under the exclusive control and
supervision  of  Landlord,  who shall  have the sole  authority  to  employ  and
discharge personnel and to establish a budget. Tenant agrees to pay to Landlord,
as Tenant's share of the cost of said  advertising and promotional  program,  an
annual  promotional  charge which  originally shall equal the amount as shown in
the Data  Sheet for this  Lease,  which  annual  promotional  charge  shall,  at
Landlord's  option,  be payable by Tenant in equal monthly  installments  at the
time and in the manner set forth for rent payments in this Lease  However,  such
annual promotional charge payable by Tenant will be adjusted  commencing January
1st immediately  succeeding the commencement  date of the term of this Lease and
annually  thereafter,  by a percentage equal to the percentage increase from the
base period of the Index (as defined in Section 27.20) to the respective January
1st or the closest  month  thereto that the Index is published  (0ut in no event
shall Tenant pay less than the original  promotional charge as specified above).
The term "base  period"  shall refer to the month of  adjustment  in such annual
promotional  charge closest to and prior to the date of commencement of the term
of this Lease (i.e., the most recent month prior to the commencement date during
which such promotional charge has been adjusted),  or the date of the opening ot
the Shopping  Center,  whichever  of such dates shall be the later to occur.  In
addition to this cost of living  adjustment,  such annual promotional charge may
be increased  from time to time by Landlord to the extent  required by increases
in the costs of promotional,  public relations or advertising  services provided
pursuant  to this  Section  (including,  without  limitation,  changes  in costs
arising from variations in the type,  nature or extent of such services)  Tenant
also agrees to pay to Landlord,  within ten (10) days after demand therefor,  an
initial promotional charge in the amount set forth in the Data Sheet in addition
to the foregoing  promotional  charges The various promotional charges set forth
in this  Section  16 03 and in the  Data  Sheet  shall  be  increased  as of the
commencement  date of the Lease to reflect the then  current  charges per square
foot for Shopping Center tenants




<PAGE>
     (0) Landlord reserves the right at any time to cease providing  promotional
services and to cause a Merchants'  Association to be formed. Upon the formation
of the Association,  Landlord will turn over to the Association any funds in its
possession, collected from tenants as promotional charges, not spent or required
to discharge  indebtedness,  and less Landlord's  compensation due under Section
16.03 (a).  Thereupon,  Landlord  shall be relieved of any and all  liability to
Tenant in  connection  with such  advertising  and  promotional  services.  Upon
formation of the  Association,  Tenant  shall  become a member  thereof and will
maintain  membership  in good  standing  and will abide by the  regulations  and
cooperate in the  activities  of such  Association  throughout  the term of this
Lease and any  extensions  or renewals  thereof.  The purpose of the  Merchants'
Association  shall be to  encourage  its members to deal fairly and  courteously
with their customers,  to follow ethical business  practices,  and to assist the
business of its  members by sales  promotions  and  centerwide  advertising.  If
Landlord shall elect to provide promotional  services and personnel to formulate
and effect an  advertising,  promotional  and public  relations  program for the
Shopping Center, Landlord shall be reimbursed by the Nierchants' Association for
Landlord's  cost of providing such  promotional  services and  personnel,  in an
amount  Lqual to  twenty-five  percent  (25%) of the annual dues  payable to the
Merchants'  Association Any promotional services and (pound)ersonnel so provided
shall be under the exclusive control and supervision of Landlord, who shall have
the sole  authority to employ and discharge  such  personnel.  The provisions of
this Section  16.03 shall be deemed to be covenants  for the benefit of Landlord
and said  Association as and when formed,  and may be enforced by either of them
as binding  obligations of Tenant Tenant's obligation for payment of dues to the
Association  shall be the same sum per month as Tenant was  obligated to pay for
promotional service prior to the formation of the Association, subject, however,
to annual  adjustments  approved by the Board of  Directors  of the  Association
increasing  said  dues to the  extent  required  by  increases  in the  costs of
promotional,  public  relations and  advertising  services  (including,  without
limitation,  changes in costs  arising from  variations  in the type,  nature or
extent of such services). In addition, the cost of living adjustment referred to
in Section  16.03(a) above with respect to Tenant's  monthly payment to Landlord
for  promotion  services  shall also apply in the same manner to the  Merchants'
Association  dues. In the event that such a Merchants'  Association  shall be in
operation  as of the date of this Lease,  the  parties  hereby  acknowledge  the
present application of this Section 16 03(0) ~ ciati~n (c) Landlord reserves the
right,  at any time,  to dissolve any ~ 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 regional retail development In the event any
such  program is so  established,  it shall be  governed  by the  provisions  of
Section 16.03(a) hereof, and Tenant's obligations shall be as set forth therein

     (d) All recurring payments,  charges,  dues and assessments (other than the
initial  assessment)  payable  under this  Section 1603 shall be due in m(~nthly
installments  on the first day of each month during the term of this Lease,  and
all such items, and the initial  assessment,  shall be paid without deduction or
offset.  Fa~ure by Tenant to pay all  amounts  when due shall  carry with it the
same consequences under Article XIX hereof as Tenant's failure to pay rent


                  ARTICLE XVII. DESTRUCTION OF LEASED PREMISES

     SECTION 17.01.  RECONSTRUCTION OF DA~~GED PREMISES. In the event the leased
premises  shall be  partially  or totally  destroyed  by fire or other  casualty
insured  under the  insurance  carried by Landlord  pursuant to Section 11.02 of
this  Lease_____________~  ~ then the  damage to the  leased  premises  shall be
promptly  repaired  (unless  Landlord  shall elect not to rebuild as hereinafter
provided),  and the  minimum  rent and (to the extent  covered by the  insurance
carried by Landlord  under Section 11 02(0)) other charges  payable by Tenant to
Landlord (to the extent that such charges are based upon the square foot area of
the  leased  premises)  shall be abated in  proportion  to the floor area of the
leased premises rendered  untenantable,  and the Minimum Gross Sales above which
percentage  rent is computed  and  payable  shall  likewise  be  proportionately
reduced. Payment of full rent and all other charges so abated shall commence and
Tenant shall be ob1i~ated tp reopen for business on the thirtieth (30th) day




<PAGE>
     following  the date that  Landlord  advises  Tenant that the  premises  are
tenantable,  unless  Tenant  opens at an  earlier  time in the  damaged  area or
remains open in such area following destiruction or damage, in which event there
shall be no abatement or any such  abatement  shall  terminate as of the date of
Tenant's earlier reopening.  If Landlord shall elect to cause Tenant to make the
necessary  repairs to the leased  premises,  as provided below,  payment of full
rent and all  cther  charges  so  abated  shall  commence  and  Tenant  shall be
obligated to reopen for bu~iness on the ~ day  following  the date that Landlord
advises Tenant of Landlord's  election for Tenant to perform such work. Landlord
shall be obligated to cause such repairs to be made unless Landlord, at its sole
option, elects to cause Tenant to make such repairs, in which event Tenant shall
promptly  complete the same and Landlord  will make  available to Tenant for the
sole  purpose of  reconstruction  of Tenant's  improvements  such portion of any
insurance  proceeds  received by Landlord  from its insurance  carrier,  under a
policy carried pursuant to Section 11.02 of this Lease,  allocated to the leased
premis~ by  Landlord.  In the event of any such  reconstruction  by  Tenant,  an
architect  duly  registered in the State shall be selected by Landlord and shall
direct the payment of such insurance proceeds.  Such insurance proceeds shall be
payable  to  Tenant  only upon  receipt  by  Landlord  of  certificates  of said
architect  stating that the payments  specified therein are properly payable for
the purpose of reimbursing  Tenant for  expenditures  actually made by Tenant in
connection with such work. At the election of Landlord or Landlord's  mortgagee,
direct  payments may be made to material  suppliers  and  laborers  upon written
certification by said architect that such payments are due and payable. Any such
insurance  proceeds in excess of Tenant's  actual  expenditures in restoring the
damage or destruction shall belong to Landlord.  In making repairs,  restoration
or  reconstruction,  Tenant,  at  its  expense,  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 first-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 such insurance  proceeds  received by
Landlord and made available to Tenant shall be the sole obligation of Tenant. In
the event of reconstruction or~r by Landlord, any amount expended by Landlord in
repairing the leased premises in excess of the proceeds of insurance received by
Landlord  pursuant  to  Section  11.02 of this  Lease  allocated  to the  leased
premises  shall be  repayable  by Tenant to Landlord  within ten (10) days after
receipt by Tenant from Landlord of a statement setting fortli the amount of 3uch
excess.  The party required hereund~ to repair the damage to the leased premises
shall  ~construct such leased  prerrises in accordance with the working drawings
originally  approved by  Landlord  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 (i) more than thirty-five percent (35%)
of the floor area of the  building in which the leased  premises  are ocat or of
the Shopping Center shall be damaged or destroyed by fire or other casualty,  or
(ii) during the last three (3) years of the term  hereof  more than  twenty-five
pe~ent  (25%) of the floor area of the leased  premises  or 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 (iii) all or any part of the Shopping
Center or said  building or the leased  premises are damaged or destroyed at any
time by the  occurrence of any risk not insured  under the insurance  carried by
Landlord  pursuant  to Sections 8 03 or  11.02(a),  then  Landlord,  at its sole
option,  may  terminate  this  Lease by  giving  written  notice  to  Tenant  of
Landlord's election so to terminate,  such notice to be given within ninety (90)
days after the occurrence of such damage or destruction.  If Landlord repairs or
rebuilds,  or requires Tenant to repair or rebuild the leased premises as herein
provided,  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. S[~
AUAJ~hFI) RIIiE~ FOB INSEBIS SE~ON 17.02. WAIVER OF SUBROGATION.  ~ party hereto
does hereby waive, remise,  release and discharge the other party hereto and any
officer,  director,  shareholder,   beneficiary,  partner,  agent,  employee  or
representative  of such  other  party.  of and  from  any  liability  whatsoever
hereafter  arising from 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 to the extent of any  recovery
by the injured party under such insurance.

                          ARTICLE XVIII. EMINENT DOMAIN

     SECTION 18.01. TOTAL  CONDEMNATION OF LEASED PREMISES.  If the whole of the
leased  premises  shall be taken by any  public  authority  under  the  power of
eminent  domain or sold to public  authority  under  threat or in lieu of such a
taking,  then the term of this Lease shall cease as of the day possession  shall
be taken by such  public  authority,  and the rent  shall be paid up to that day
with a  proportionate  refund by Landlord of such rent and other  charges as may
have been paid in advance for a period subsequent to the date of the taking.

     SECTION 18.02. PARTIAL CONDEMNATION. (a)(i) If less than the whole but more
than twenty  percent  (20%) of the leased  premises  or more than fifty  percent
(50%) of the common  areas shall be so taken under  eminent  domain,  or sold to
public authority under threat or in lieu of such a taking, Tenant shall have the
right  either to  terminate  this Lease and declare the same null and void as of
the day possession is taken by public authority, or, subject to Landlord's right
of termination as set forth in Section 18.02(0) of this Article,  to continue in
the possession of the remainder of the leased premises,  upon notifying Landlord
in writing within ten (10) days after such taking of Tenant's intention.  In the
event Tenant elects to remain in  possession,  all of the terms herein  provided
shall  continue  in  effect,  except  that,  as of the  day  possession  of such
percentage of the leased premises is taken by public authority, the minimum rent
and other charges payable by Tenant to Landlord (to the extent that such charges
are based upon the square foot area of the leased  premises) shall be reduced in
proportion to the floor area of the leased  premises taken and the Minimum Gross
Sales above




<PAGE>
     which   percentage   "ent  is  computed  and  payable  shall   likewise  be
proportionately  reduced;  thereafter,  Landlord  shall,  at its  own  cost  and
expense,  make all necessary repairs or alterations to the basic building, so as
to constitute the remaining leased premises a complete  architectural  unit, and
Tenant,  at Tenant's  sole cost,  shall  similarly  act with respect to Tenant's
improvements, trade fixtures, furnishings and equipment.

     (ii) If twenty  percent  (20%) or less of the leased  premises  shall be so
taken,  the lease  term  shall  cease  only on the part so taken,  as of the day
possession  shall be taken by such public  authority,  and Tenant shall pay rent
and other charges up to that day, with  appropriate  credit by Landlord  (toward
the next  installment  of such rent or charges due from  Tenant) of such rent or
charges as may have been paid in advance for a period  subsequent to the date of
the taking;  thereafter,  the minimum rent and other charges payable to Landlord
(to the extent  that such  charges  are based  upon the square  foot area of the
leased  premises)  shall be  reduced in  proportion  to the amount of the leased
premises  taken and the  Minimum  Gross Sales  above  which  percentage  rent is
computed and payable shall likewise be proportionately reduced.  Landlord shall,
at its expense, make all necessary repairs or alterations to the basic building,
so as to constitute the remaining leased premises a complete architectural unit,
and Tenant,  at Tenant's sole cost, shall similarly act with respect to Tenant's
improvements, trade fixtures, furnishings and equipment.

     (b) If more than fifty  percent  (50%) of the  building in which the leased
premises are located,  or more than fifty percent (50%) of the leased  premises,
or more than fifty percent (50%) of the Shopping  Center or of the common areas,
shall be taken under power of eminent domain,  or sold to public authority under
the  threat or in lieu of such a taking,  Landlord  may,  by  written  notice to
Tenant  delivered  on or  before  the tenth  (lOth)  day  following  the date of
surrendering possession to the public authority,  terminate this Lease as of the
day possession is taken by public authority. The rent and other charges shall be
paid up to the day possession is taken by public authority,  with an appropriate
refund by  Landlord  of such rent as may have been paid in advance  for a period
subsequent to that date.

     SECTION 18.03.  LANDLORD'S AND TENANT'S DAI~IAGES.  All damages awarded for
such taking under the power of eminent domain or sale under threat or in lieu of
such a taking,  whether  for the whole or a part of the leased  premises,  shall
belong to and be the property of Landlord,  irrespective of whether such damages
shall be awarded as compensation  for diminution in value to the leasehold or to
the fee of the leased  premises,  and Tenant shall have no claim against  either
Landlord or the condeinning authority with respect thereto;  provided,  however,
that  Landlord  shall not be entitled to any award  specifically  designated  as
compensation  for,  depreciation  to, and cost of removal of, Tenant's stock and
trade fixtures.

                              ARTICLE XIX. DEFAULT

     SECTION  19.01.  RIGHT TO RE-ENTER.  (a) In the event of (1) any failure of
Tenant to pay any rent or other charges due hereunder wh~~ due, or (2) if Tenant
shall  fail to move  into the  premises  and to  commence  the  conduct  ~of its
business on the date specified in Section 1.02 hereof, or fail to~any obligation
hereunder prior to such commencement  date, or fail to continuously  operate its
business  pursuant to Section  7.02 for the purpose  specified  in Section  7.01
hereof,  or fail to operate under the name specified in Section 16.01 hereof, or
if Tenant shall  abandon said  premises,  or permit this Lease to be taken under
any writ of  execution,  or if there  shall be any  default by Tenant (or by any
person or entity which,  directly or indirectly,  controls, is controlled by, or
is under common  control with  Tenant)  under any other lease with  Landlord (or
with any person or entity which is affiliated  with Landlord or which,  directly
or  indirectly,  controls,  is  controlled  by, or is under common  control with
Landlord, or wnich is managed by the managing agent utilized by Landlord for the
Shopping Center) which shall not be remedied within the applicable grace period,
if any,  provided  therefor under such other lease,  [DELETED](3) any failure to
perform  any other of the terms,  conditions  or  covenar's  of this Lease to be
observed or  performed  by Tenant for more than  thirty (30) days after  written
notice of such default shall have been ~ to~ then Landlord, besides other rights
or remedies it may have,  shall have the right to declare this Lease  terminated
and the term ended (in which event, this Lease and the term hereof shall expire,
cease and terminate  with the same force and effect as though the date set forth
in any required  notice were the date  originally set forth herein and fixed for
the  expiration  of the term and Tenant shall vacate and  surrender the premises
but shall remain liable for all  obligations  arising  during the balance of the
original stated term as hereafter provided as if this Lease had remained in full
force  and  effect)  and  Landlord  shall  have the  right  to  bring a  special
proceeding to recover  possession  from Tenant holding over and/or Landlord may,
in any of such events,  without  notice,  re-enter the leased premises either by
force or otherwise, and dispossess, by summary proceedings or otherwise,  Tenant
and the legal  representative of Tenant or other occupant of the leased premises
and remove  their  effects  and hold the  premises as if this Lease had not been
made, and Tenant hereby waives the service of notice of intention to re-enter or
to institute legal proceedings to that end.
<PAGE>
     (b) In  addition  to the  remedies  set forth  herein  for such  failure by
Tenaunt,  Landlord  shall have the further remedy of erecting a barricade at the
storefront  of the  leased  premises  at such time as  possession  of the leased
premises is deemed  vested in  Landlord,  which  barricade  may be  erected,  at
Tenant's  expense,  and with~ notice to Tenant eo resort to legal  process,  and
without Landlord in any manner becoming liable for an;' loss or damage which may
be occasioned thereby. Notwithstanding the foregoing provisions of this Section,
in the event Tenant shall fail to perform or shall default in the performance of
 .~ term,  covenant or condition of this Lease on~i'j- or more separate occasions
during any twelve-month  period, then, even though such failures or defaults may
have been cured by Tenant,  any  further  failure or default by Tenant  during ~
shall be deemed a default  without the  ability  for cure by Tenant.  During the
continuance  of any  failure  of  performance  or any  default  by Tenant in the
performance of any term, cov( nant or condition of this Lease,  Tenant shall not
be  entitled  to  exercise  any rights or  options,  or to receive  any funds or
proceeds  being  held  under or  pursuant  to this  Lease,  notwithstanding  any
contrary provisions contained herein. In the

     event of re-entry by Landlord, Landlord may remove all persons and property
from the leased  premises and such property may be stored in a public  warehouse
or  elsewhere at the cost of, and for the account of Tenant,  without  notice or
resort to legal process and without Landlord being deemed guilty of trespass, or
becoming  liable  for any loss or damage  which may be  occasioned  thereby.  In
addition,  and to the  extent  permitted  by law,  in the event of  re-entry  by
Landlord,  Landlord  may,  but shall not be required  to,  padlock or  otherwise
secure the  entrances to the leased  premises  without prior notice or resort to
legal process and without being deemed guilty of trespass or becoming liable for
any loss or damage;  all costs and expenses incurred by Landlord in securing the
entrances to the leased  premises  shall be borne by Tenant and shall be payable
to  Landlord  on ten (10)  days'  written  notice;  and any such  padlocking  or
securing of the  premises  shall not  constitute  or be deemed as an election on
Landlord's  part to  terminate  this  Lease  unless  a  written  notice  of such
intention  shall be given to Tenant or jinless the  termination of this Lease is
decreed by a court of  competent  jurisdiction.  In the event  Tenant  shall not
remove its property from the leased  premises  within ten (10) days after Tenant
has vacated the premises, then such property shall be deemed abandoned by Tenant
and Landlord may dispose of [DELETED] To the extent that this Lease specifically
provides for any abatement of rent otherwise payable by Tenant under this Lease,
or any payment by Landlord to Tenant, such abatement shall not be effective, nor
shall such  payment be  required  to be made.[DELETED]

     SECTION 19.02. RIGHT TO RELET. Should Landlord elect to re-enter, as herein
provided, or should it take possession pursuant to legal proceedings or pursuant
to any notice provided for by law, it may either  terminate this Lease or it may
from time to time,  without  terminating  this Lease,  make such alterations and
repairs  as may be  necessary  in order to relet the  premises,  and relet  said
premises  or any part  thereof  for such term or terms  (which may be for a term
extending  beyond  the term of this  Lease) and at such rent and upon such other
terms and conditions as Landlord in its sole discretion may deem advisable. Upon
each such  reletting  all rents and other sums  received by  Landlord  from such
reletting shall be applied, first, to the payment of any indebtedness other than
rent due hereunder from Tenant to Landlord;  second, to the payment of any costs
and  expenses  of  such  reletting,  including  reasonable  brokerage  fees  and
attorneys' fees and the costs of~ alterations and repairs; third, to the payment
of rent and other  charges due and unpaid  hereunder;  and the residue,  if any,
shall be held by Landlord  and applied in payment of future rent as the same may
become due and payable  hereunder.  If such rents and other sums  received  from
such  reletting  during any month be less than that to be paid during that month
by Tenant hereunder, Tenant shall pay such deficiency to Landlord, if such rents
and the sums shall be more,  Tenant shall have no right to, and shall receive no
credit for, the excess. Such defici~ncy shall be calculated and paid monthly. No
re-entry  or taking  possession  of the leased  premises  by  Landlord  shall be
construed  as an election on its part to  terminate  this Lease unless a written
notice of such intention is given to Tenant or unless the termination thereof is
decreed by a court ofcompetentjurisdiction.  Notwithstanding any such releitting
without termination,  Landlord may at any time elect to terminate this Lease for
such previous  breach.  Should Landlord at any time terminate this Lease for any
breach,  in addition  to any other  remedies  it may have,  it may recover  from
Tenaut all damages it may incur by reason of such breach,  including the cost of
recovering the leased  premises,  reasonable  attorneys' fees, and including the
worth at the time of such  termination  of the excess,  if any, of the amount of
rent and charges  equivalent to rent reserved in this Lease for the remainder of
the stated term over the then reasonable rental value of the leased premises for
the remainder of the stated term all of which amounts shall be  immediately  due
and payable from Tenant to Landlord In  determining  the rent wh~ould be payable
under this Lease by Tenant  subsequent to default,  the percentage rent for each
year of the  unexpired  portion  of the  term  shall  be  equal  to the  average
percentage rent payable by Tenant from the  commencement of the term to the time
of default, or during the preceding three (3) full lease years, whichever period
is




<PAGE>
shorter.  The  failure or refusal of Landlord  to relet the  premises  shall not
affect Tenant's liabilitv.  The terms '~entry" and "re-entry" are not limited to
their technical meanings.  Nothing contained in this Lease shall be construed to
limit or  prejudice  the right of Landlord to prove for and obtain as damages by
reason of the  termination of this Lease or re-entry of the leased  premises for
the default of Tenant under this Lease an amount equal to the maximum allowed by
any  statute  or rule of law in  effect  at the time  when,  and  governing  the
proceedings in which, such damages are to be proved,  whether or not such amount
shall be greater than any of the sums referred to in this ~~~inn 19.02

     SECTION  19.03.  EXPENSES.  In case suit shall be brought  for  recovery of
possession of the leased premises,  for the recovery of rent or any other amount
due under the  provisions  of this Lease,  or because of the breach of any other
covenant  herein  c~.~:~~neo  zr  tcia  ~  fTprz::t  ~ and  a  breach  shall  be
established,   Tnr.ar.tzkzll  ~  all  expenses  incurred   therefor,   including
reasonable  attorneys'  fees.  In addition,  in the event  Landlord  shall incur
expenses,  including reasonable attorneys' fees, as a result of Tenant's failure
to perform or comply  with any term,  covenant  or  condition  set forth in this
Lease,  Tenant shall pay to Landlord all such expenses.  Any amounts  payable by
Tenant to Landlord pursuant to this Section 19.03 or Section 11.03 of this Lease
may be included in any subsequent  monthly rent bill to Tenant,  and the failure
of Tenant to  promptly  pay same shall  entitle  Landlord  to all  remedies  for
failure to pay rent as available under this Lease or at law or in equity.

     SECTION  19.04.  WAIVER OF  COUNTERCLAIMS  AND TRIAL BY 3URY.  Landlord and
Tenant  waive  their  right  to  trial  by jury  in any  action,  proceeding  or
counterclaim  brought by either of the parties  hereto against the other (except
for personal injury or property damage) on any matters whatsoever arising out of
or in any way  connected  with this Lease,  the  relationship  of  Landlord  and
Tenant, Tenant's use of or occupancy of said premises, and any




<PAGE>
     emergency  statutory  or any  other  statutory  remedy.  Tenant  shall  not
interpose any counterclaim or counterclaims or claims for set-off, recoupment or
deduction of rent in a summary proceeding  for~ayment of rent or other action or
summary  proceeding  based on  termination,  holdover or other  default in which
Landlord seeks repossession of the leased premises from Tenant.

                      ARTICLE XX. BANKRUPTCY OR INSOLVENCY

     SECTION  20.01.  TENANT'S  INTEREST  NOT  TRANSFERABLE.   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,  except as may  specifically  be
provided  pursuant  to the  Bankruptcy  Code (11 USC ~ 101 et.  seq ), or to any
receiver or assignee  for the benefit of  creditors or otherwise by operation of
law.

     SECTION 20.02. TERMINATION.  In the event the interest or estate created in
Tenant  hereby  shall be taken in  execution  or by other  process of law, or if
Tenant or Tenant's Guarantor, if any, or Tenant's executors,  administrators, or
assigns,  if any,  shall be  adjudicated  insolvent or bankrupt  pursuant to the
provisions  of any state law or an order for the relief of such entity  shall be
entered  pursuant  to the  Bankruptcy  Code,  or if a receiver or trustee of the
property of Tenant or Tenant's  Guarantor,  if any, shall be appointed by reason
of the insolvency or inability of Tenant or Tenant's  Guarantor,  if any, to pay
its  debts,  or if any  assignment  shall be made of the  property  of Tenant or
Tenant's Guarantor,  if any, for the benefit of creditors,  then and in any such
events,  this Lease and all rights of Tenant hereunder shall automatically cease
and  terminate  with the same  force and effect as though the date of such event
were the date originally  established herein and fixed for the expiration of the
term, and Tenant shall vacate and surrender the leased premises but shall remain
liable as herein  provided.  Notwithstanding  the  foregoing  provisions of this
Section,  in the event  that  such  termination  shall  result  solely  from the
bankruptcy or insolvency of, or such other described event relating to, Tenant's
Guarantor,  Landlord shall have the option to reinstate all of the provisions of
this  Lease  (including,   without  limitation,  the  obligation  of  Tenant  to
continuously  operate  pursuant to Article VII hereof)  upon  written  notice to
Tenant

     SECTION 20.03. TENANT'S OBLIGATION TO AVOID CREDITORS' PROCEEDINGS.  Tenant
or Tenant's Guarantor, if any, shall not cause or give cause for the appointment
of a trustee or receiver of the assets of Tenant or Tenant's Guarantor,  if any,
and shall not make any assignment for the benefit of creditors,  or become or be
adjudicated  insolvent.  The allowance of any petition  under any insolvency law
except under the Bankruptcy  Code or the appointment of a trustee or receiver of
Tenant or Tenant's Guarantor,  if any, or of the assets of either of them, shall
be conclusive evidence that Tenant caused, or gave cause, therefor,  unless such
allowance of the petition,  or the  appointi'~ent  of a trustee or receiver,  is
vacated within  ti;.~,J\'~~)  days after such allowance or appointment.  Any act
described  in this  Section 20 03 shall be deemed a material  breach of Tenant's
obligations hereunder, and this Lease shall thereupon ~utomatically terminate in
the same manner and with the same force and effect as set forth in Section 20.02
hereof. Landlord does, in addition,  reserve any and all other remedies provided
in this  Lease  or in law.  Notwithstanding  the  foregoing  provisions  of this
Section,  in the event  that  such  termination  shall  result  solely  from the
bankruptcy or insolvency of, or such other described event relating to, Tenant's
Guarantor,  Landlord shall have the option to reinstate all of the provisions of
this  Lease  (including,   without  limitation,  the  obligation  of  Tenant  to
continuously  operate  pursuant to Article VII hereof)  upon  written  notice to
Tenant.

     SECTION 20.04.  RIGHTS AND OBLIGATIONS  UNDER THE BANKRUPTCY CODE. (a) 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
agree as follows:  (i) to perform each and every obligation of Tenant under this
Lease  including,  but not limited to, the manner of  'operation  as provided in
Section 7 02 of this Lease  until such time as this Lease is either  rejected or
assumed by order of the United States  Bankruptcy  Court, (ii) to pay monthly in
advance on the first day of each month, as reasonable  compensation  for use and
occupancy of the leased premises,  an amount equal to all minimum rent and other
charges  otherwise due pursuant to this Lease and to pay percentage rent monthly
a' the percentage set forth in this Lease for the lease year in which such month
falls on all sales  during such month in excess of one  twelfth  (1/12th) of the
Minimum  Gross Sales for such lease year,  with  payment of all such  percentage
rent to be made by the  tenth  (1 0th)  day of the  succeeding  month;  (iii) to
reject or assume this Lease  within sixty (60) days of the  appointment  of such
trustee  under  Chapter 7 of the  Bankruptcy  Code or within sixty (60) days (or
such shorter term as Landlord, in its sole discretion,  may deem reasonable,  so
long as notice of such  period is given) of the filing of a  petition  under any
other Chapter;  provided that no extension of either of the foregoing periods by
or on  behalf of  Tenant  shall be  permitted;  (iv) to give  Landlord  at least
forty-five  (45) days' prior written  notice of any  proceeding  relating to any
assumption  of this Lease;  (v) to give at least thirty (30) days' prior written
notice of any abandonment of the leased  premises,  with any such abandonment to
be deemed a  rejection  of this Lease and an  abandonment  of any  property  not
previously removed from the leased premises; (vi) to




<PAGE>
do all  other  things  of  benefit  to  Landlord  otherwise  required  under the
Bankruptcy  Code, (vii) to be deemed to have rejected this Lease in the event of
the failure to comply with any of the above; and (viii) to have consented to the
entry of an order by an appropriate United States Bankruptcy Court providing all
of the above, waiving notice and hearing of the entry of same.

     ~) No default of this Lease by Tenant, either prior to or subsequent to the
filing of such a petition,  shall be deemed to have been waived unless expressly
done so in writing by Landlord.

     (c) It is understood  and agreed that this is a Lease of real property in a
shopping center and that, therefore, Section 365(0)(3) of the Bankruptcy Code is
applicable to any proposed assumption of this Lease in a bankruptcy case

     (d) Included within and in addition to any other  conditions or obligations
imposed  upon  Tenant  or  its  successor  in the  event  of  assumption  and/or
assignment  are the  following:  (i) the cure of any  monetary  defaults and the
reimbursement  of  pecuniary  loss  immediately  upon  entry  of a  court  order
providing for assumption  and/or  assignment;  (ii) the deposit of an additional
sum equal to three (3) months' rent to be held  pursuant to the terms of Section
26.01 of this Lease (notwithstanding any alteration or modification of the terms
of said Section);  (iii) the use of the leased  premises as set forth in Section
7.01 of this Lease and the quality,  quantity and/or lines of merchandise of any
goods or  services  required  to be  offered  for sale are  unchanged;  (iv) the
payment  of any sums  which may then be due or which may  thereafter  become due
pursuant to the provisions of Section 2.04 of this Lease; (v) the debtor, debtor
in possession,  trustee, or assignee of such entity demonstrates in writing that
it  has  sufficient  background  including,  but  not  limited  to,  substantial
retailing  experience  in  shopping  centers of  comparable  size and  financial
ability to operate a retail  establishment  out of the  leased  premises  in the
manner  contemplated in this Lease, and meets all other  reasonable  criteria of
Landlord as did Tenant upon  execution  of this  Lease;  (vi) the prior  written
consent of any  mortgagee  to which this Lease has been  assigned ~s  collateral
security;  and (vii) the premises,  at all times,  remains a single store and no
physical  changes of any kind may be made to the premises  unless in  compliance
with the applicable provisions of this Lease

     (e) Any person or entity to which this Lease is  assigned  pursuant  to the
provisions of the Bankruptcy Code shall be deemed without further act or deed to
have assumed all of the  obligations  arising  under this Lease on and after the
date of such  assignment.  Any such  assignee  shall,  upon demand,  execute and
deliver to Landlord an instrument confirming such assumption.

                         ARTICLE XXI. ACCESS BY LANDLORD

     SECTION 21.01. RIGHT OF ENTRY. Landlord or Landlord's agents shall have the
right to enter the leased  premises at all reasonable  times to examine the same
and to show them to prospective purchasers or mortgagees. Landlord or Landlord's
agents  shall have the further  ri~ht to enter the leased  premises to make such
repairs,  alterations,  improvements or additions as Landlord may deem necessary
or desirable,  irrespective of whether the work shall be for the leased premises
or for other premises or  facilities,  and Landlord shall be allowed to take all
material into and upon the leased premises that may be required therefor without
the same  constituting  an eviction of Tenant in whole or in part,  and the rent
and  other  charges  reserved  shall  in  no  wise  abate  while  said  repairs,
alterations,  improvements,  or additions  are being made,  by reason of loss or
interruption  of business of Tenant,  or  otherwise.  Landlord may, at any time,
exhibit the leased premises to prospective  tenants.  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  leased  premises  form a part from  injury or damage  and to
support  the same by proper  ~oundations  without  any  r'laim  for  damages  or
indemnity against Landlord, or diminution or abatement of rent.

                         ARTICLE XXII. TENANT'S PROPERTY

     SECTION 22.01. TAXES ON TENANT'S PROPERTY. Tenant shall be responsible for,
and shall pay, prior to  delinquency,  any and all taxes,  assessments,  levies,
fees and other  governmental  ch~rges of every kind or nature (for all  purposes
under this Lease, collectively called "taxes99) levied or assessed by municipal,
county,  state,  federal or other taxing or assessing authority upon, against or
with  respect to (I) the leased  premises or any  leasehold  interest,  (ii) all
furniture,  fixtures,  equipment and any personal  property of any kind owned by
Tenant or any previous tenant and occupant, and placed, installed or located in,
within, upon or about the leased premises,  (iii) all alterations,  additions or
improvements of whatsoever kind or nature,  if any, made to the leased premises,
by Tenant or any previous  tena:it or occupant,  and (iv) rents or other charges
payable  by  Tenant  to  Landlord,  irrespective  of  whether  any of the  terms
described  in clauses  (i)  through  (iv)  above are  assessed  against  real or
personal property, and irrespective of whether any of such items are assessed to
or against Landlord or Tenant.  If at any time during the term of this Lease any
of such taxes are not levied and assessed separately and directly to Tenant (for
example, if the same are levied or assessed to Landlord,  or upon or against the
building  containing  the  leased  premises  and/or  the  land  underlying  said
building),  Tenant shall pay to Landlord  Tenant's share thereof~  determined by
Landlord.

     SECTION 22.02. LOSS AND DAMAGE. Landlord shall not be responsible or liable
to Tenant for any loss or damage that may be  occasioned  by or through the acts
or omissions of persons occupying adjoining premises or any part of the premises
adjacent to or  connected  with the  premises  hereby  leased or any part of the
building  of which the  leased  premises  are a part,  or any other  area in the
regional retail  development,  or for any loss or damage  resulting to Tenant or
its property from  bursting,  stoppage or leaking of water,  gas, sewer or steam
pipes,  or (without  limiting the foregoing) for any damages or loss of property
within the leased premises from any cause whatsoever.

     SECTION  22.03.  NOTICE BY TENANT.  Tenant shall give  immediate  notice to
Landlord  in case of any  damage  to or  destruction  of all or any part of,  or
accidents  in, the leased  premises or of defects  therein or in  alterati  ~ns,
decorations,  additions or  improvements,  including,  without  limitation,  any
fixtures or equipment.

     SECTION  23.01.  HOLDING OVER. Any holding over after the expiration of the
term hereof with the consent of the Landlord, shall be construed to be a tenancy
from




<PAGE>
                           ARTICLE XXIII. HOLDING OVER


     month to month at a monthly  minimum  rent of not less  than~ ~ the  annual
minimum rent  effective for the final lease year or partial lease year preceding
expiration  of the term (subject to further  adjustment  pursuant to the various
provisions of this Lease, including, without limitation, Section 2.04), together
with an amount estimated by Landlord for the monthly  additional charges payable
pursuant to this Lease,  and shall otherwise be on the same terms and conditions
(including,  without limitation, payment of percentage rent) as herein specified
so far as  applicable,  subject to any changes in any of the foregoing  terms or
conditions  as may be submitted by Landlord to Tenant.  Any holding over without
Landlord's  consent  shall entitle  Landlord to re-enter the leased  premises as
provided in Section 19.01 of this Lease.

     SECTION 23.02.  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 person or entity comprising Tenant,
they  shall all be bound  jointly  and  severally  by the terms,  covenants  and
agreements herein. No rights,  however,  shall inure to the benefit of~ assignee
of

                       ARTICLE XXI". RULES AND REGULATIONS

     SECTION  24.01.  RULES AND  REGULATIONS.  Tenant  agrees to comply with and
observe all rules and  regulations  established  by Landlord  from time to time,
provided the same shall apply  uniformly to all tenants of the Shopping  Center.
Tenant~s failure to keep and observe said rules and regulations shall constitute
a breach  of the  terms of this  Lease in the same  manner  as if the  rules and
regulations  were  contained  herein as  covenants.  In the case of any conflict
between  said  rules  and  regulations  and  this  Lease,  this  Lease  shall be
controlling.


                          ARTICLE XXV. QUIET ENJOYMENT

     SECTION  25.01.  LANDLORD'S  COVENANT.  Upon payment by Tenant of the rents
herein provided, and upon the observance and performance of all covenants, terms
and  conditions  on Tenant~s  part to be observed  and  performed,  Tenant shall
peaceably  and quietly  hold and enjoy the leased  premises  for the term hereby
demised  without  hindrance or  interruption  by Landlord or any other person or
persons  lawfully  or  equitably  claiming  by,  through  or under  ,,,Landlord,
subject,  nevertheless,  to the  terms  and  conditions  of this  Lease  and any
mor~age, deed of trust or underl5'ing lease to which this Lease is subordinate.

     SECTION 25.02.  TENANT'S  COVENANT.  Tenant hereby  acknowledges and agrees
that Landlord has specifically  relied upon the identity,  skill,  product line,
and trade  name of Tenant  in  entering  into this  Lease  with  Tenant.  Tenant
recognizes that its use of the leased premises in accordance with the use clause
set forth in the Data SheeL and its compliance with the particular provisions of
Article VII hereof,  regarding the conduct and continuous  operation of Tenant's
business  in the leased  premises  throughout  the term of this  Lease,  forms a
material inducement to Landlord,  and Tenant specifically covenants that it will
strictly adhere to these provisions. Any ambiguities iI '.'II the use clause set
forth in the Data Sheet  shall be  construed  against  Tenant ~ t T ~ ~.  Tenant
further  acknowledges  and  agrees  that any  in~ness  from  Tenant to  Landlord
existing as of the date of this Lease shall be deemed additional rent hereunder,
and  Tenant's  commitment  and  obligation  to  pay  all  such  indebtedness  as
additional   rent  under  this   Lease  has  formed  an   additional   necessary
consideration  to Landlord in  entering  into this Lease and in hereby  ~ranting
Tenant the right to use the leased premises as set forth herein.

                        ARTICLE XXVI. SECURITY PROVISION

     SECTION  26.01.  SECUR]TY.  The  amount  set  forth in the Data  Sheet as a
security  deposit  is payable by  Tenant,  upon the  execution  of this Lease by
Tenant,  in the manner and at the place where minimum rent is payable.  Landlord
is to retain  said  amount  as  ~ecurity  for the  faithful  performance  of all
covenants,  conditions and agreements of this Lease. Such amount is occasionally
referred to herein as the  "security."  Landlord  may, at its option,  apply the
security  to  remedy  defaults  in the  payment  of any  rent  or  other  charge
hereunder,  to repair  damages to the leased  premises  caused by Tenant,  or to
clean the leased  premises upon the expiration or termination of this Lease;  in
no  event  however,  shall  Landlord  be  obligated  so to apply  the  security.
Landlord's right to bring a special proceeding to recover or otherwise to obtain
possession of the leased premises before or after Landlord's  declaration of the
termination  of this Lease for  nonpayment of rent or for any other reason shall
not in any event be  affected  by reason of the fact that  Landlord  holds  such
security. Such security, if not applied toward the payment of rent in arrears or
toward the payment of damages  suffered by Landlord by reason of Tenant's breach
of the covenants,  conditions and agreements of this Lease, is to be returned to
Tenant  without  interest,  except  as  provided  by law,  when  this  Lease  is
terminated  according  to its  terms,  but in no  event is such  security  to be
returned until Tenant has vacated the leased  premises and delivered  possession
thereof to Landlord. In the event that Landlord repossesses itself of the leased
premises,  whether by special  proceeding or re-entry or  otherwise,  because of
Tenant's  default  or  failure  to  carry  Out  the  covenants,  conditions  and
agreements  of this  Lease,  Lan~ord  may apply such  security  upon all damages
suffered to the date of said repossession




<PAGE>
     and may retain the  security to apply upon such  damages as may be suffered
or shall accrue thereaffer by reason of Tenant's default or breach. In the event
any bankruptcy, insolvency,  reorganization or other creditor-debtor proceedings
shall be instituted by or against Tenant,  or its successors or assigns,  or any
guarantor of Tenant hereunder, such security shall be deemed to be applied first
to the payment of any rents  and/or  other  charges due Landlord for all periods
prior to the institution of such proceedings,  and the balance,  if any, of such
security  may be  retained  by Landlord  in partial  liquidation  of  Landlord's
damages.  Landlord  shall not be obligated  to keep such  security as a separate
fund but may commingle the security  with its own funds.  In the event  Landlord
applies the security in whole or in part, Tenant siall, upon demand by Landlord,
deposit sufficient funds to maintain the security in the inital amount.  Failure
of Tenant to deposit such  additional  security shall entitle  Landlord to avail
itself of the remedies  provided in this Lease for nonpayment of rent by Tenant.
The acceptance by Landlord of the security deposit submitted by Tenant shall not
render this Lease  effective  unless and until  Landlord shall have executed and
actually delivered to Tenant a fully-executed copy of this Lease

                          ARTICLE XXVII. MISCELLANEOUS

     SECTION 27.01. WAIVER;  ELECTION OF REMEDIES.  The subsequent acceptance of
rent  hereunder by Landlord  shall not be deemed to be a waiver of any preceding
breach by Tenant of any term,  covenant or condition  of this Lease,  other than
the failure of Tenant to pay the  particular  rent so  accepted,  regardless  of
Landlord's  knowledge of such preceding breach at the time of acceptance of such
rent. In particular,  but without limitation, if Tenant assigns or transfers its
interest in this Lease  contrary to the terms of this Lease,  any  acceptance by
Landlord of such assignee's or transferee's  payment shall not be deemed to be a
waiver of the restrictions set forth in Section 14 Ol hereof.  In the event that
Tenant shall be at any time in default of both monetary and  nonmonetary  terms,
covenants or conditions of this Lease, any acceptance by Landlord of any payment
rendered  by Tenant  shall not have the  effect of curing  Tenant's  nonmonetary
defaults and shall not have the effect of curing any monetary default other than
the particular  amount owing for which such payment is specifically  accepted by
Landlord.  Following  notice of  termination  or any other  remedy  exercised by
Landlord with respect to any monetary default of Tenant,  such default shall not
be deemed  cured by the payment of rent owing by Tenant for the  current  period
only,  and  Landlord  may apply such  payments to current  rent only without any
effect upon Tenant's  existing  indebtedness  and continuing  monetary  default,
notwithstanding  any  contrary  instructions  by or on behalf of  Tenant,  which
instructions  shall be null and void and ~.: no effect  In  addition,  afte~ the
service of notice or the commencement of a suit, or after final judgment for the
possession  of the leased  premises,  Landlord  may receive and collect rent due
from  Tenant,  and the payment of rent by Tenant  shall not waive or affect said
notice or suit or judgment.  One or more waivers of any covenant or condition by
Landlord  shall not be construed as a waiver of a subsequent  breach of the same
covenant or condition,  and the consent or approval by Landlord to or of any act
by Tenant requiring Landlord's consent or approval shall not be deemed to render
unnecessary  Landlord's  consent ~r approval to or of any subsequent similar act
by Tenant.  The failure of Landlord to insist upon a strict  performance  of any
term, condition or covenant contained in this Lease shall not be deemed a waiver
of any  rights  or  remedies  that  Landlord  may have and shall not be deemed a
waiver of any subsequent breach or default in the terms, conditions or covenants
herein  contained,  and any such  failure  shall not be  construed as creating a
custom of Landlord's  accepting other than strict performance or as modifying in
any way the terms, covenants or conditions of this Lease. No breach by Tenant of
a covenant  or  condition  of this Lease  shall be deemed to have been waived by
Landlord  unless such waiver is in writing  signed by Landlord.  No act or thing
done by Landlord or Landlord's agents shall be deemed an acceptance of surrender
of the leased  premises and no agreement to accept such surrender shall be valid
unless in writing  signed by Landlord In addition to any and all other  remedies
available to Landlord,  Landlord may dbtain an injunction to restrain any breach
or threatened breach of any term, covenant or condition of this Lease The rights
and  remedies  of  Landlord  under  this  Lease or under any  specific  section,
subsection or clause  hereof shall be cumulative  and in addition to any and all
other rights and remedies which  Landlord has or may have  elsewhere  under this
Lease or at law or equity,  whether or not such  section,  subsection  or clause
expressly so states Nothing contained in this Lease shall be construed to confer
upon any person or entity other than Landlord or Tenant any rights,  benefits or
causes of action,  except to the extent specifically  otherwise provided in this
Lease and  except to the  extent  provided  for the  benefit  of any  mortgagee,
deeci-oftrust beneficiary, ground lessor or trustee for the Shopping Center.

     SECTION  27.02.  ENTIRE  AGREEMENT.  The Addendum,  and all  exhibits,  and
riders,  if any,  attached  hereto  form a part of this Lease and shall be given
full force and effect,  as fully as if set forth at length herein This Lease and
said Addendum,  exhibits,  and riders,  if any, so attached hereto and forming a
part hereof, set forth all the covenants, prornises, agreements,  conditions and
understandings  between Landlord and Tenant concerning the leased premises,  and
there are no covenants,  promises,  agreements,  conditions  or  understandings,
either oral or written,  between them other than as are herein set forth. Tenant
has not relied upon any representation of Landlord or its agents, other than any
items  contained  in this Lease,  as an  inducement  to enter into this Lease No
alteration,  amendment,  change or addition to this Lease shall be binding  upon
Landlord or Tenant unless reduced to writing and signed by each party

     SECTION 27.03. INTERPRETATION AND USE OF PRONOUNS. Nothing contained herein
shall be deemed or construed by the parties hereto, nor by any
<PAGE>
third  party  as  creating  the  relationship  of  principal  and  agent  or  of
partnership or of joint venture between the parties hereto,  it being understood
and  agreed  that  neither  the  method of  computation  of rent,  nor ~ny other
provision  contained herein,  nor any acts of the parties herein shall be deemed
to  create  any   relationship   between  the  parties  hereto  other  than  the
relationship  of Landlord and Tenant Whenever herein the singular number is used
the same shall include the plural,  and the  masculine  gender shall include the
feminine and neuter genders


     SECTION  27.04.  DELAYS.  In the event that either  panty  hereto  shall be
delayed in the performance Gf its initial  construction  or maintenance  dfld/or
repair obligations by reason of strikes,  loc'..outs, labor troubles, inabihy to
procure  materials  or shall at any time be so  delayed  by reason of failure of
power,  restrictive  governmental  laws or reasons  of a similar  nature not the
fault of the party delayed in performing  work or doing acts required  under the
terms of this  Lease,  then  performance  of such act shall be  excused  for the
period of the delay and the period for the  performance of any such act shall be
extended for a period equivalent to the period of such delay.  Nothing contained
in this  Section  shall  excuse  Tenant  from the  continuous  operation  of its
business in the leased  premises in accordance  with the  provisions of Sections
7.01 and 7.02 hereof.  TY- provisions of this Section 27.04 shall not operate to
delay  the  commencement  of the term of this  Lease or to  excuse  Tenant  from
payment of minimum rent,  percentage rent or any other payments  required by the
terms of this Lease;  provided,  however,  that the obligation of Tenant to open
for  business  pursuant to Section  1.03  hereof may be delayed  pursuant to the
provisions of this Section 27.04. Further,  Landlord's reduction of heat, light,
air  conditioning,  or any other  services  whatsoever  to the  Shopping  Center
because of any similar or dissimilar  event  constituting  a cause for excusable
delay hereunder shall not relieve Tenant from its obligations  under Article VII
of this Lease S'(pound)~ [~T~r\\,E~ RI[]E~ F()~ INSE~TS

     SECTION 27.05. NOTICES.  Unless specifically stated to the contrary in this
Lease,  any  notice,  demand,  request  or other  instrument  which may be or is
required  to be given by  Tenant  under  this  Lease or by law  shall be sent by
United States certified mail,  return receipt  requested,  postage prepaid,  and
shall be  deemed to have  been  given as of the ~ ~ay . . g  receipt  of same by
Landlord;  or, if required  to be given by Landlord  under this Lease or by law,
such notice, demand, request or other instrument ~ be Sent by certified mail, ~;
[DELETED]  and shall be deemed to have been given upon the date of [DELETED] and
shall b~ addressed (a) if to Landlorj,  at the address set forth for Landlord on
Page Dl of this Lease or at such other  address as  Landlord  may  designate  by
written notice, Attention Lease Administration,  together with copies thereof to
such other parties  designated by Landlord,  and cb) if to Tenant, at "ir 1o~~ud
u-omir~r the address set forth for Tenant on Page Dl of this Lease or such other
address as Tenant shall  designate by written  notice.  All notices [DELETED]
without limitation,  notices of default and/or termination of Tenant's interests
under  this  Lease,  may be given ~  attorney  a~ting  as agent  [DELETED]

     SECTION 27.06. CAPTIONS AND SECTION NUMBERS. 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 27.07.  BROKER'S COMMISSION.  Each party represents and warrants to
the other party that the  warrantor has dealt with no brokers and that there are
no claims for brokerage commissions or finder's fees, nor will there be any such
claim, arising from any act or omission of the warrantor in connection with this
Lease,  and the  warrantor  agrees  to  indemnify  the  other  party and hold it
harmless from all liabilities  arising from any such claim,  including,  without
limitation,  the cost of attorneys' fees in connection therewith. Such agreement
shall survive the termination of this Lease.

     SECTION  27.08.  RECORDING.  Tenant  shall  not  record  this  Lease or any
memorandum, affidavit or other notice of this Lease.

     SECTION 27.09.  FUR~SHING OF FINANCIAL STATEMENTS.  Upon Landlord's written
request,  Tenant  shall  promptly  furnish  Landlord,  from  time to time,  with
financial  statements  (including,  without  limitation,   operating  statements
including an annual  profit and loss  statement  for the  individual  store unit
covered by this Lease)  reflecting  Tenant's current  financial  condition,  and
written evidence of then current ownership of managing and controlling interests
in Tenant and in any entities  which  directly or  indirectly  control or manage
Tenant (which written evidence shall include,  without limitation,  the names of
all existing managers,  shareholders and partners, as applicable,  of record and
their respective management/ownership interests as of the date of such writing),
which financial statements and written evidence shall be certified as being true
and correct by the chief financial officer or partner and by the chief executive
officer or partner of Tenant.

     SECTION 27.10. LANDLORD'S USE OF COMMON AREAS. Landlord reserves the right,
from time to time,  to utilize  portions  of the co~on areas for  carnival  type
shows, rides and entertainment,  outdoor shows,  displays,  automobile and other
prndtict  shows,  the leasing of permanent and temporary  kiosks,  or such other
uses which in Landlord's judgment tend to attract the public. Further,  Landlord
reserves  the right to utilize  the  lighting  standards  and other areas in the
parking  facilities for advertising  purposes.  Any revenues derived by Landlord
from the use of the common areas,  whether from usage fees or  otherwise,  shall
not be applied as a deduction against any cost or expense required to be paid by
Tenant under this Lease.

     SECTION  27.11.  TRANSFER  OF  LANDLORD'S  INTEREST.  In the  event  of any
transfer  or  transfers  of  Landlord's  interest in the  premises,  including a
so-called sale-leaseback,  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 ~) notice of
such sale,  transfer or lease shall be  delivered  to Tenant as required by law.
Upon the termination of any such lease in a sale-leaseback  transaction prior to
termination of this Lease, the former lessee  thereunder shall become and remain
liable as Landlord  hereunder until a further transfer.  No holder of a mortgage
or deed of trust,  or underlying  lessor on an underlying  lease,  to which this
Lease is or may be subordinate,  and no lessor under a so-called  sale-leaseback
shall be responsible in connection with the security deposited hereunder, unless
such mortgagee,  holder of such deed of trust, underlying lessor or lessor shall
have actually received the security deposited hereunder.

     SECTION 27.12.  FLOOR AREA. (a) The term "floor area" as used in this Lease
means,  with  respect  to any  leasable  area in the  Shopping  Center or in the
regional retail development,  the aggregate number of square feet of floor space
of all floor  levels  therein,  including  any  mezzanine  space (to the  extent
reflected as floor area in the applicable leases), measured from (i) the outside
faces of all perimeter  walls thereof other than any party wall  separating such
premises from other  leasable  premises,  (ii) the center line of any such party
wall,  (iii) the outside face of any interior wall, and (iv) the building and/or
leaseline  adjacent to any  entrance  to such  premises.  In the event  Landlord
determines  that the square foot area of the leased premises is at variance with
the square foot area stated in this Lease,  Landlord may, at its option,  adjust
the floor area of the  leased  premises  and make  proportional  adjustments  in
minimum rent, percentage rent, and  promotional/Merchants'  Association charges,
and other charges to Tenant under this Lease.




<PAGE>
(1)) For the purpose of this Lease, in determining the gross leasable flooY area
or the gross leased and occupied floor area of the Shopping Center,  there shall
be excluded  therefrom,  at the sole option of  Landlord,  the ~asable  area of~
square feet or more  occupied by a single  entity  (which,  for purposes of this
Lease,  shall be defined as a department  store), the floor area of any premises
leased for the operation of a post-office type or packaging or delivery facility
or other public/consumer-service or governmental facility, the floor area of any
space without direct customer access from the enclosed Mall, and the total floor
area  utilized  by  Landlord  for the  operation  of a  skating  rink  or  other
recreational area, child care center,  community room, library, project offices,
and  related  rooms,  common  areas and  project  areas,  which  shall be deemed
amenities to the Shopping Center. The term "gross leased and occupied floor area
shall include o~y such areas as are leased and occupied by tenants subsequent to
the dates of commencement of the terms of their respective  leases.  Areas shall
not be considered  occupied to the extent that  Landlord  shall not be receiving
full proportionate  share  contributions for the same. No deduction or exclusion
from floor area shall be made by reason of columns,  ducts,  stairs,  elevators,
escalators, shafts, or other interior construction or equipment.

     SECTION 27.13. INTEREST ON PAST DUE OBLIGATIONS. Any amount due from Tenant
to Landlord hereunder which is not paid when due (including, without limitation,
amounts  due as  reimbursement  to  Landlord  for costs  incurred by Landlord in
performing  obligations of Tenant hereunder upon Tenant's failure to so perform)
shall bear interest at the highest rate then allowed under the usury laws of the
State  from the date due until  paid,  unless  otherwise  specifically  provided
here~n, but the payment of such interest shall not excuse or cure any default by
Tenant under this Lease

     SECTION 27.14. LIABILITY OF LANDLORD. If Landlord shall fail to perform any
covenant, terr~ 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 net
income from such  property  received 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
the  individuals  or entities which  constitute the partners of the  partnership
which is Landlord, nor the individuals or entities which constitute the partners
of the  partnership  which is the  beneficiary of the Trust of which Landlord is
Trustee  (if  applicable),  shall be liable for any  deficiency.  If Landlord is
identified in this Lease as a Trustee, Tenant hereby recognizes that Landlord is
executing  this Lease as Trustee  under an express  trust,  and it is  expressly
understood and agreed by and between the parties hereto,  anything herein to the
contrary notwithstanding,  that each and all of the representations,  covenants,
undertakings  and  agreements  herein made on the part of the Landlord  while in
form   purporting   (except   as   herein   otherwise   expressed)   to  be  the
representations,  covenants,  undertakings,  and  agreements of the Landlord are
nevertheless  each and  every one of them,  made and  intended  not as  personal
representations,  covenants,  undertakings and agreements by the Landlord or for
the purpose or with the  intention of binding said Landlord  personally  but are
made and  intended  for the  purpose of binding  only that  portion of the trust
property specifically leased hereunder, and this Lease is executed and delivered
by said Landlord not in its own right,  but solely in the exercise of the powers
conferred  upon it as such  Trustee;  that no duty shall rest upon  Landlord  to
sequester the trust estate or the rents,  issues and profits arising  therefrom,
or the proceeds arising from any sale or other disposition  thereof; and that no
personal  liability  or personal  responsibility  is assumed by nor shall at any
time be asserted or enforceable against Trustee, or any successor trustee or any
of the beneficiaries under said trust, on account of this Lease or on account of
any representation,  covenant,  undertaking or agreement of the said Landlord in
this Lease contained,  either expressed or implied, all such personal liability,
if any,  being  expressly  waived and  released by the Tenant  herein and by all
persons claiming by, through or under said Tenant.

     SECTION  27.15.  ACCORD AND  SATISFACTION.  Payment by Tenant or receipt by
Landlord of a l~sser amount than the rent or other charges herein stipulated may
be, at  Landlord's  sole  option,  deemed to be on account of the  earliest  due
stipulated  rent or other charges,  or deemed to be on account of rent owing for
the current period only,  notwithstanding  any  instructions  by or on behalf of
Tenant  to the  contrary,  which  instructions  shall be null and  void,  and no
endorsement  or  statement  on any check or any  letter  accompanying  any check
payment as rent or other charges shall be deemed an accord and satisfaction, and
Landlord shall accept such check or payment without prejudice to Landlord's




<PAGE>
     right to recover  the  balance of such rent or other  charges or pursue any
other remedy in this Lease or in law or in equity against Tenant.

     SECTION 27.16. EXECUTION OF LEASE; NO OI'TION. The submission of this Lease
to Tenant shall be for  examination  purposes  only,  and does not and shall not
constitute a reservation of or option for Tenant to lease,  or otherwise  create
any interest of Tenant in the leased premises or any other premises  situated in
the Shopping Center Execution of this Lease by Tenant shall be irrevocable.  The
return to Landlord of Tenant-executed  copies of this Lease shall not be binding
upon Landlord, notwi~ng any preparation or anticipatory reliance or expenditures
by Tenant or any time interval, until Landlord has in fact executed and actually
delivered a  fully-executed  copy of this Lease to Tenant  ~NS(pound)~S  SECTION
27.17.  GOVERNING LAW. This Lease shall be construed in accordance with the laws
of the State. 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  shall  not be  affected  thereby  and each  remaining
provision  of the  Lease  shall  be valid  and  enforceable  to the full  extent
permitted by the law Tenant  appoints  the  following  persons at the  following
locations as agent to receive service of process, writs, notices,  summonses, or
other legal  documents  in any suit,  action or  proceeding  which  Landlord may
commence against Tenant. ~ any officer, partner or other principal of Tenant, or
any person in charge,  at the  Tenant's  address as set forth on Page Dl of this
Lease. Where permitted by law or local court rule, Tenant consents to service of
such process by United  States mail, in the manner  specified in the  applicable
law or court rule

     SECTION 27.18.  SPECII"IC  PERFORMNCE OF LANDLORD'S RIGHTS.  Landlord shall
have the right to obtain specific performance of any and all of the covenants or
obligations  of Tenant  under this Lease,  and nothing  contained  in this Lease
shall be construed as or shall have the effect of abridging such right.

     SECTION 27.19. CERTMN RULES OF CONSTRUCTION. Time is of the essence in this
Lease.  Notwithstanding the fact that certain references elsewhere in this Lease
to acts  required to be  performed by Tenant  hereunder  omit to state that such
acts shall be  performed at Tenant's  sole cost and expense,  unless the context
clearly  implies  to  the  contrary,  each  and  every  act to be  performed  or
obligations to be fulfilled by Tenant  pursuant to this Lease shall be performed
or fulfilled at Tenant's sole cost and expense.  Any breach or default by Tenant
of its obligations  under this~shall be deemed  material.  Tenant shall be fully
responsible and liable for the observance and compliance by concessionaires with
all the terms and conditions of this Lease,  which terms and conditions shall be
applicable  to  concessionaires  as  fully as if such  concessionaires  were the
Tenant  hereunder,  any failure by a concessionaire  fully to observe and comply
with the terms and conditions of this Lease shall constitute a default hereunder
by Tenant. Nothing  (pound)ontained in the preceding sentence shall constitute a
consent  by  Landlord  to  any  concession,   subletting  or  other  arrangement
proscribed  by Section  14.01.  All  provisions  of this Lease have been  freely
negotiated by and between the parties ~r~; ~ ~l!]E~ ~[)3' ~~S(pound)BTS  SECTION
27.20.  INDEX.  The term  "Index' as used in this Lease  shall be the  "Consumer
Price Index fo~ All Urban  Consumers  (1982-84 = 100),  U.S. City  Average,  All
Items," as  published  by the Bureau of Labor  Statistics  of the United  States
Department  of  Labor.  If the  Index is not  published  by the  Bureau of Labor
Statistics  or another  governmental  agency at any time during the term of this
Lease, or if the Index is otherwise re-named,  discontinued or superseded,  then
the  calculations  based on the  Index  shall  be made  using  the most  closely
comparable  statistics  on the  purchasing  power  of  the  consumer  dollar  as
published by a responsible financial authority and selected by Landlord

     SECTION  27.21.  SURVIVAL;  NONDISCLOSURE;  I"REE ACT. The  obligations  of
Tenant for  payment of rent and  charges  under this  Lease  shall  survive  the
expiration or earlier  termination of the term of this Lease.  Tenant  covenants
that neither  Tenant nor any attorney or other  representative  for Tenant shall
disclose  the  contents of this Lease to any other  person ~t.  Tenant  shall be
fully responsible for the actions of its attorneys and  representatives.  By its
execution  of this Lease,  enant  acknowledges  and agrees that it has read this
Lease,  understands  the contents  hereof,  and is signing this Lease as its own
free act and deed, and as the free act and deed of the  representatives  signing
on Tenant's behalf,  without any persuasion or coercion by any person or entity,
and with full advice of counsel


     [End of Standard  Form;  signature and  acknowledgment  pages for the Lease
appear after the Data Sheet on the pages immediately preceding the Addendum.]





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                                   [GRAPHIC]






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                                   [GRAPHIC]
<PAGE>
                                   [GRAPHIC]
<PAGE>
                                   [GRAPHIC]
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                                   [GRAPHIC]
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             Parcel 1:

     That part of Lot 2A in the  Resubdivision of parts of Lots 2, 5, 6 and 7 in
Woodfield, and that part of Lot 2 in Woodfield, taken as a Tract, said Woodfield
being a Subdivision  of part of the Northwest  Quarter',  Northeast  Quarter and
Southeast quarter of Section 13, Township 41 ~or'th, Range 10, East of the Third
Principal Meridian, bounded and described as follows:

     Commencing at the most Northerly  corner of Lot 2A aforesaid,  thence South
430 40' 00,' East,  along the  Northeasterly  line of said Lot 2A, 25.67 feet to
the point of beginning;  thence South 430 40' 00,' east along said Northeasterly
line of Lot 2A, 308.33 feet;  thence South 460 20' 0011 West, 30.00 feet; thence
South 430 40' 00,' East,  86.75  feet;  thence  North 46~ 20' 00,' East,  192.42
feet; thence South 430 40' 00,' East, 1.42 feet; thence North 460 20' 00,' East,
25.17 feet; thence North 430 40' 00,' West, 6.75 feet; thence North 880 40' 00,'
West, 8.25 feet; thence North 430 40' 00,' West, 2.33 feet; thence North 010 20'
00,' East, 4.95 feet;  thence North 010 20' 00,' East,  2.33 feet;  thence North
430 40' 00,' West, 53.92 feet; thence North 460 20' 00" East, 52.67 feet; thence
North 430 40' 00,' West,  272.00  feet;  thence  South 460 20' 00,' West,  50.67
feet;  thence  North 430 40' 00,' West,  41.50 feet;  thence  South 460 20' 00,,
West,  20.25 feet;  thence North 430 40' 00.' West, 2.33 feet;  thence North 880
40' 00,,  West,  7.78 feet;  thence South 460 20' 00" West,  56.46 feet;  thence
North 880 40' 00,' West, 6.36 feet;  thence South 460 20' 00,' West, 11.75 feet;
thence  South 010 20' 00,' West,  11.55 feet;  thence  South 460 20' 00,,  West,
30.08 feet;  thence North 880 40' 00" West 11.55 feet; thence South 460 20' 00,'
West 11.75 feet; thence South 010 20' 00,' West, 6.36 feet; thence South 460 20'
00" West, 28.46 feet to the-point of beginning, in Cook County, Illinois.

             Also

             Parcel 2:

     Lot 10 and Lot 2 in  Woodfield,  a  Subdivision  of  part of the  Northwest
Quarter  and the  Northeast  Quarter  and the  Southeast  Quarter of Section 13,
Township  41 North,  Range 10,  East of the Third  Principal  Meridian,  in Cook
County,  Illinois,  except that part of Lot 2 lying  Northerly of the  following
described line:

     Beginning at a point on the East line of said Lot 2, said point being 8.897
feet  Southerly  of  (as  measured  a ~ng  the  East  line  of  said  Lot 2) the
Northeasterly corner of said Lot 2; thence Westerly along a straight line having
a bearing of South 880 17' OS" West a distance  of 171.83 feet to a point on the
West line of said Lot 2, said point being 7.119 feet  Southerly  of (as measured
along the West line of said Lot 2) the  Northwester~  corner of said Lot 2, said
area  containing  approximately  1,005  square  feet,  and  except Lot 2A in the
Resubdivision  of parts of Lots 2, 5, 6 and 7 in Woodfield,  being a Subdivision
of part of the Northwest  Quarter,  Northeast  Quarter and Southeast  Quarter of
Section 13, Township 41 North,  Range 10, East of the Third Principal  Meridian,
(except  that part  bounded and  described  as follows:  commencing  at the most
Northerly  corner  of said Lot 2A;  thence  South 430 40' 00,'  East,  along the
Northeasterly line of said Lot 2A, 334.00 feet to the point of beginning, thence
South 460 20' 00" West 30.00 feet;  thence  South 430 40' 00,' East,  5.00 feet;
thence North 460 20' 00" East, 30.00 feet;  thence North 430 40' 00,' West, 5.00
feet to the  point of  beginning)  in Cook  County,  Illinois,  and in  addition
thereto Lot 5A in the Resubdivision of parts of Lots 2, 5, 6 and 7 in Woodfield,
being a Subdivision  of part of the  Northwest  Quarter,  Northeast  Quarter and
Southeast Quarter of Section 13, Township 41 North,  Range 10, East of the Third
Principal Meridian, Cook County, Illinois, excepting therefrom the following:

     That part of Lot 2A in the  Resubdivision of parts of Lots 2, 5, 6 and 7 in
Woodfield, and that part of Lot 2 in Woodfield, taken as a Tract, said Woodfield
being a Subdivision  of part of the  Northwest  Quarter,  Northeast  Quarter and
Southeast Quarter of Section 13, Township 41 North,  Range 10, East of the Third
Principal Meridian, bounded and described as follows:

     Commencing at the most Northerly  corner of Lot 2A aforesaid,  thence South
430 40' 00,' East,  along the  Northeasterly  line of said Lot 2A, 25.67 feet to
the point of beginning;  thence South 430 40' 001, East along said Northeasterly
line of Lot 2A, 308.33 feet;  thence South 460 20' 00,' West, 30.00 feet; thence
South 430 40' 00,' East,  86.75  feet;  thence  North 460 20' 00,' East,  192.42
feet;  thence South 430 40' 00" East, 1.42 feet;  thence North 460 20' 00" East,
25.17 feet; thence North 430 40' 00,' West, 6.75 feet; thence North 880 40' 00,'
West, 8.25 feet; thence North 430 40' 00,, West, 2.33 feet; thence North 010 20'
00,' East, 4.95 feet; thence North 010 20' 00" East, 2.33 feet; thence North 430
40' 00" West,  53.92 feet;  thence  North 460 20' DO" East,  52.67 feet;  thence
North 430 40' 00" West,  272.00 feet; thence South 460 20' DO" West, 50.67 feet;
thence North 430 40' 00,' West, 41.50 feet; thence South 460 20' DO" West, 20.25
feet; thence North 430 40' 00,' West, 2.33




<PAGE>
     feet;  thence North 880 40' 00,' West, 7.78 feet;  thence South 460 20' 00"
West,  56.46 feet;  thence North 880 40' 00,' West, 6.36 feet;  thence South 460
20' DO" West,  11.75 feet;  thence South 010 20' 00,' West,  11.55 feet;  thence
South 460 20' DO" West,  30.08 feet;  thence North 880 40' DO" West, 11.55 feet;
thence South 460 20' DO" West,  11.75 feet;  thence South 010 20' DO" West, 6.36
feet;  thence South 460 20' DO" West, 28.46 feet, to the point of beginning,  in
Cook County, Illinois.

<PAGE>
                             EXHIBIT B CONSTRUCTION


     This  Exhibit B shall be deemed to include  Exhibit B-i and any  additional
construction exhibits as may be attached to this Lease. Such additional exhibits
may have the effect of providing further specifications or criteria or may serve
to amplify or adjust certain of the provisions contained in this Exhibit B.


             SECTION I. EXISTING IMPROVEMENTS

     The reuse by Tenant of  existing  improvements,  if any,  within the leased
premises shall be as dictated by  practicality  and Landlord's  existing  design
criteria and shall be subject to Landlord's written approval


             SECTION II. LANDLORD'S WORK

     A. A complex of building  shells and common area  improvements  of exterior
and interior  design and materials as determined  by Landlord  substantially  as
shown in Exhibit A.

     B If any  partitions  are  required to separate  the leased  premises  from
adjacent  spaces,  Landlord shall install metal stud framing only,  after Tenant
has performed  any  demolition  necessary to  accommodate  installation  of said
framing.  Such stud  framing  shall  extend  from the floor  slab of the  leased
premises to the underside of the floor or roof structure  Tenant shall reimburse
Landlord as Tenant's  share of the cost of such work,  $20.00 per lineal foot of
said stud framing.  Tenant shall  install  gypsum board on Tenant's side of stud
framing to underside of  structure  as required  for a one-hour  fire  resistant
separation.

     C  In  the  event  that  the  leased  premises  are  located  in  a  retail
development, or in an expansion wing of a retail development,  which development
or  expansion  wing shall not yet have opened for  business  to the public,  and
Tenant shall be able to complete  its  construction  within the leased  premises
prior to such opening,  Landlord shall not provide a temporary  barricade at the
storefront  lease line,  except to the extent that Landlord shall determine that
such barricade is necessary or desirable. If the leased premises are not located
in such a development or in such an expansion wing, or if Tenant shall be unable
to complete the  construction of the leased premises and to open for business at
the time that such development or expansion wing, as applicable, first opens for
business  to the  public,  Landlord  shall  provide,  for  Tenant's  use  during
construction and demolition, a temporary barricade at the storefront lease line.
Tenant shall reimburse  Landlord $45.00 per lineal foot of storefront lease line
for any such temporary barricade provided by Landlord. Landlord shall remove the
storefront  barricade  upon  completion  of  Tenant's  Work and when  Tenant  is
prepared to open for business as determined by Landlord. Landlord shall have the
option,  by written notice to Tenant, to require Tenant to remove the storefront
barricade and to store the same at a location  specified by Landlord  within the
regional  retail  development.  In the event of such  removal by Tenant,  Tenant
shall be responsible  for any damage caused to the barricade by such removal and
storage.  In either case, Tenant shall  immediately  repair any damage caused to
the leased premises by the removal of the barricade.

     D If the entire leased premises shall not have been previously  occupied by
another  tenant or occupant,  the provision of utility  connections  by Landlord
shall be as set forth  under  Section II of Exhibit  B-i.  If the entire  leased
premises shall have been  previously  occupied,  and the following  utilities or
utility stubs are not contained  within the premises,  Landlord shall cause said
utilities  to be  extended  to within the leased  premises  at a point  which is
closest to Landlord's  pickup point.  Such utilities  shall  include:  sanitary,
domestic cold water, plumbing vent (where applicable),  fire protection, and air
conditioning supply duct stub (where applicable) Refer to Exhibit B-i (and/or to
other  construction  exhibits,  if any,  attached to this Lease) for  additional
information on certain utilities


             SECTION III. TENANT'S WORK

     Tenant at its sole cost and  expense  shall  perform  all work  required to
complete the leased  premises to a finished  condition  ready for the conduct of
business  therein.  Tenant's  Work shall  conform to criteria,  procedures,  and
schedules as set forth in Sections IV, V, and VI respectively,  of this Exhibit,
and shall include, but not be limited to, the following

     A Field  Conditions:  Prior to the preparation of its working  drawings and
the commencement of its  construction,  Tenant shall survey the site to inspect,
verify and coordinate all existing  conditions  within the leased  premises Such
survey  shall  include  the  location of existing  mall  utilities  which are to
remain,  placement  of wall stud  framing  defining  the  leased  premises,  and
identification  of various  improvements made by previous  occupant(s),  if any,
which are to remain, be relocated or removed and the determination of the extent
of demolition or repair to be performed by Tenant.  Tenant shall advise Landlord
immediately  of  any  discrepancies  with  respect  to  Lan~ord's  Space  Layout
drawings.

     The results of such survey  shall be  incorporated  into  Tenant's  working
drawings and  specifications.  Tenant shall verify conditions  pertaining to the
leased  premises from time to time after  commencement  of  construction  of its
leased  premises.  Any adjustments to the work arising from field conditions not
apparent  on  drawings  and other  building  documents  shall  receive the prior
written approval of Landlord.
<PAGE>
     Immediately  following  the  installation  by Landlord of wall stud framing
defining  the  leased  premises,  Tenant  shall  verify  the  accuracy  of  said
installation and shall immediately advise Landlord of any discrepancies. Failure
to so  notify  Landlord  shall  be  deemed  as  acceptance  by  Tenant  of  said
installation and layout.

     Tenant shall  coordinate  its work with the work of others or with existing
conditions  occurring  above or below the leased premises and shall make changes
from time to time as required to accommodate such work or conditions.

     B.   Workin~   Drawin~s   and   ST,ecifications:   Working   Drawings   and
Specifications as set forth in Section V of this Exhibit

     C. Demolition

     1. All demolition  required to facilitate  Tenant's  construction  shall be
performed by Tenant at Tenant's expense, and shall be as approved by Landlord on
Tenant's demolition plans, prior to commencing such work.

     a. Floors: Tenant shall repair or replace any part of the existing concrete
slab which may have been removed by Landlord or Tenant to allow for extension of
underground  utilities.  Backfill and compaction shall be provided by Tenant. b.
Interior  Finishes:  Tenant shall  demolish any  existing  improvements  made by
previous  occupant(s)  within the leased  premises which Tenant has indicated on
the survey  referred  to in Section  III (A) above are not to remain.  Such work
shall  include  but not be limited  to:  storefront  and  storefront  enclosure,
abandoned  party walls,  interior  partitions  and  finishes.  floor  coverings,
ceilings and miscellaneous  improvements.  Removal of demolition debris shall be
performed by Tenant.  In no event shall removal of debris take place through the
malls during the hours in which the  Shopping  Center is open for  business.  c.
Mechanical  and  Electrical  Equipment:  Tenant shall remove all  mechanical and
electrical  systems  existing  on  the  leased  premises  which  are  no  longer
functional  or  designated  to be  reused.  Such work shall  include  but not be
limited to: roof top and interior HVAC equipment and supports.  duct work,  wire
and conduits,  electrical distribution equipment,  plumbing fixtures,  sprinkler
lines,  telephone  equipment  and any  specialty  equipment  as may exist in the
leased premises.

     2 Repairs

     Tenant shall make all repairs to the premises  necessitated  by the removal
of the improvements  made by previous  occupant(s).  Such work shall include but
not be limited to:  concrete  slab,  roof,  structural  members,  mechanical and
electrical equipment, telephone equipment, party walls and interior finishes

     Architectural and Finishing Work

     1. Storefront work.

     2. Partitions.

     a To the extent that new  corridor-partitions  are required,  Landlord will
erect stud framing and one (1) layer of 5/8"  firecode  gypsum  wallboard on the
corridor  side of  one-hour  fire  resistant  partitions  separating  the leased
premises from adjacent  service/exit  corridors.  Such stud framing shall extend
from the floor slab of the leased premises to the underside of the floor or roof
structure. Tenant shall reimburse Landlord as Tenant's share of the cost of such
work $45.00 per lineal foot of said stud framing,  and gypsum wallboard.  Tenant
shall install one (1) layer of 5/8" firecode  gypsum  wallboard on Tenant's side
of stud  framing to  underside  of  structure  as required  for a one-hour  fire
resistant separation.

     Note  Service/exit  corridors  where a two-hour fire  resistant  partitions
separating  the leased  premises  from the  adjacent  service/exit  corridor  is
required,  Landlord  will erect stud framing and two (2) layers of 5/8" firecode
gypsum  wallboard on the corridor  side of two-hour  fire  resistant  partitions
separating  the leased  premises from adjacent  service/exit  corridors.  Tenant
shall  reimburse  Landlord as Tenant's share of the cost of such work $66.00 per
lineal foot of said stud framing and gypsum wallboard.  Tenant shall install two
(2) layers of 5/8" firecode gypsum wallboard on Tenant's side of stud framing to
underside of structure as required for a two-hour fire resistant separation.

     3. All required interior partitioning,  fire separations and doors, service
exit door, ceiling work, floor coverings,  commercial grade finish hardware, and
painting and finishing work.

     4 Covering and finishing of colurrins to achieve a one-hour fire  resistant
rating

     5 Toilet facilities.
<PAGE>
C.    Architectural Structural

     a In upper level Tenant spaces with a depressed  structural concrete floor,
concrete  topping to achieve a finished floor elevation at the same elevation as
the mall. b. Repairs as may be required to accommodate  extension of underground
utilities.  c. All slabs on grade.  Tenant shall provide sand fill and/or remove
excess as required and compact same to 95% modified  proctor and install a vapor
barrier  (minimum .004 mill visqueen) and a concrete  minimum  strength of 3,000
pounds with 6 x 6 No.10 woven wire mesh  (minimum  thickness  4") in  accordance
with Standard Project  Details,  finished as required to receive floor finishes.
d.  Finished  floor  elevation  at all  store  entrances  shall  be at the  same
elevation as adjacent areas. All carpet areas are to be depressed.

     E. Structural

     1. Any  alterations  and/or  additions  and  reinforcements  to  Landlord's
structure  required to accommodate  Tenant's Work, all of which must be designed
by a certified structural engineer at Tenant's expense. Performance of such work
is subject to prior written approval of Landlord

     F. Mechanical

     1 All plumbing, heating,  ventilating,  and air conditioning systems within
or directly related to Tenant's leased  premises,  proceeding from the points of
connection to utilities as listed in Exhibit B-i, or  modifications  to existing
mechanical systems, all in accordance with Landlord's design criteria.

     G. Electrical

     1 All  electrical and telephone  systems within or directly  related to the
leased  premises  proceeding from points of connection to utilities as listed in
Exhibit B-i (or in other construction exhibits, if any, attached to this Lease),
or modifications to existing  systems,  all in accordance with Landlord's design
criteria

     H. Fire Protection

     1A complete,  hydraulically  calculated fire protection  sprinkler  system,
proceeding from the point of connection to Landlord's system or modifications or
removal of existing fire protection sprinkler system and existing fire retardant
materials in accordance with Landlord's design criteria.  All such work shall be
performed,  at  Tenant's  sole  cost  and  expense,  by  a  qualified  sprinkler
contractor  acceptable to Landlord.  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 therefor.

     Tenant shall be  responsible  for the cost of the  complete  removal of all
existing ~ materials and all demolition  associated with this removal.  All work
will be done in strict  compliance with all local,  state, and federal codes and
requirements.  All  demolition and removal work will be performed by contractors
under contract with the Landlord. - ~

     All of the work  performed  pursuant  to this  Section  III shall,  for the
purpose  of the Lease to which  this  Exhibit is  attached  and made a part,  be
deemed to be improvements made to the leased premises by Tenant.


                     SECTION IV. CRITERIA -- TENANT'S WORK.

     The  requirements,  criteria  and/or  outline  specifications  as set forth
herein  represent  minimum  standards for the  preparation of working  drawings,
construction and finish of the leased premises by Tenant

     A. Standard Project Details and Construction Information

     1  Standard  Project  Details  and  Construction  Information,   issued  by
Landlord,  as they pertain to Tenant's  Work,  shall govern with respect to such
work.  Such details shall be reviewed by Tenant and  incorporated as required in
Tenant's Working Drawings and Specifications for the leased premises.

     B. Desi~n Loads

     1.  Structural  loading  imposed by any of Tenant's  Work on a temporary or
permanent basis shall not exceed the following allowable live loads:

     a. Stores located on supported slabs (levels other than on-grade):  75 lbs.
per square foot

     b. Common areas, mall courts, and galleries: 75 lbs. per square foot.

     c. On-grade slabs: 125 lbs. per square foot.

     d. Roof: 20 lbs. per square foot.

     Tenant  shall  enter  into  a  direct  contract  with  Landlord's   roofing
contractor.


<PAGE>
     C. Architectural Structural


     1. Storefront work:

     a. The  configuration  of the storefront  line, as established by Landlord,
shall be considered the leaseline, beyond which no element of the storefront may
extend. b. All storefront  components,  including head tracks for sliding doors,
grille roller supports, guid~ and supports for side rolling grilles, etc., shall
be  structurally  fastened  and braced to the  building  stru '~ure All aluminum
storefront  components  which remain  visible  during  business  hours,  such as
sliding.  oors and other glazing  sections,  rolling grilles or ornamental metal
shall have an anodized finish.  c. Electronic  surveillance or other shoplifting
detection  devices and security  systems  shall be incorpo  ated and  integrated
within Tenant's storefront.  Free-standing "boxes' or "columns" or other exposed
equipment or decals shall be prohibited.

     2. Ceilings:

     Non-combustible  ceilings on a concealed metal  suspension  system shall be
used throughout all Tena'it's public areas. An exposed metal  suspension  system
may be permitted  only if the system  consists of 2 x 2' tee grid with regressed
lay-in  acoustical  tile in  horizontal  planes only;  vertical or sloped use of
exposed tees is prohibited.  Taped,  painted and/or plaster sprayed gypsum board
ceilings shall be used in conjunction  with all storefront  soffits.  The use of
exposed wood or other combustible  material above ceilings or in any )ther attic
spaces is prohibited.

     3. Walls:

     5/8"  Firecode  ~L listed)  gypsum  board  shall be used on all party walls
where a one-hour fire resistant separation is required.  All interior partitions
shall have gypsum board finish on all sides. A one-hoi fire resistant  rating is
required for all steel columns.

     4 Floors

     a Carpeting  and/or other quality floors,  such as glazed or unglazed tiles
or  hardwood  flooring  sh~.  be used in  Tenant's  public  areas.  The reuse of
flooring materials not in compliance with the foregoing is prohibited.  b Toilet
rooms and kitchens shall have waterproofed floors and door thresholds.

     5 Service Exit Door:

     One hinged  3'-O" x 7'-O" x 1-3/4" prime  coated,  one-hour  fire  labeled,
hollow metal service exit ~oor,  frame,  and commercial  grade  hardware  unless
otherwise  required by code. The service door shall be installed in a vestibule,
by Tenant at its expense, if required by code.

     6 Rubbish Storage:

     a Food and beverage  service  Tenants shall provide rubbish and solid waste
storage room(s) within l~ '~ed premises.  b Floor area to be  waterproofed  with
membrane approved in writing by Landlord.

     7 General.

     a  Landlord   shall  have  the  right  to  locate,   both   vertically  and
horizontally,  utility lines, air ducts, . refrigerant lines, drains,  sprinkler
mains and valves, and such other facilities,  including access p a.els for same,
within the leased  premises,  as deemed  necessary by engineering  design and/or
~ode  requirements.  Landlord's  right to locate  facilities  within  the leased
premises shall include the faci ties required by other  tenants.  Landlord shall
also have the right to locate  mechanical  and other  equipment on the roof over
the leased premises.

     b.  Notwithstanding  anything to the contrary contained in this Lease or in
any of the exhibits  attached  thereto,  all  flashing,  counter-flashing,  roof
penetrations,   and  roofing  repairs  shall  conform  tc  the  project  roofing
specifications.   Roof   repairs  or   penetrations   required   by  removal  or
relocati()~-I of existing equipment or installation of new equipment (cutting of
roof and deck  material  and/or repair of same) shall be performed by Landlord's
roofing contractor at Tenant's expense.

                Tenant  shall  enter  into a  direct  contract  with  Landlord's
roofing contractor.


<PAGE>
     C. Architectural Structural

     D Mechanical

     1. Plumbing:

     a. Plumbing fixtures and accessories shall be of cornttiercial  quality and
shall be of water conserving type.

     b. Tenant shall provide a water meter  (calibrated in gallons) in an easily
accessible location (or, at Landlord's  direction,  Tenant will install a remote
reader device).

     c. Floor drains shall be provided in toilet rooms and kitchens  and/or food
service areas.

     d. Tenant shall be obligated to pay to Landlord, at the time Tenant obtains
its construction  permit, any capital facility  connection charge imposed by the
governmental  unit  having  jurisdiction,  together  with all  other  costs  and
expenses  incurred  or to be  incurred  by  Landlord  with  respect to  Tenant's
construction  of and  connection to water and  wastewater  facilities,  and with
respect to  particular  plumbing  fixtures,  in accordance  with all  applicable
ordinances in effect from time to time.

     Refer to Exhibit B-i for additional criteria.

     2. Heating, Ventilating and Air Conditioning:

     a. If Tenant elects to utilize  existing HVAC system,  said system shall be
completely upgraded and repaired to like new condition at Tenant's sole cost and
expense

     b. If Tenant  elects to  install a new HVAC  system or a  supplement  to an
existing system,  said systems,  shall be installed in complete  compliance with
criteria presently established for the Shopping Center

     Refer to Exhibit B-i for additional criteria.

     3.    Fire Protection

     Hydraulically  calculated  fire  protection  sprinkler  system,  fire  hose
cabinets,  fire  extinguishers and other equipment within the leased premises in
accordance  with  Landlord's  insurance  underwriters'  Fire  Rating  Inspection
Bureau, and Code  requirements.  Since the entire fire protection system for the
project is required to be an inter-related,  centrally controlled  installation,
Tenant  shall  cause to be designed  and  installed,  by a  qualified  sprinkler
contractor  acceptable to Landlord,  said system  within the leased  premises in
accordance  with  Landlord's   requirements  and  shall  submit  shop  drawings,
specifications  and  hydraulic  calculations  for the  sprinkler  system  to the
Landlord's  Insurance  Underwriters'  Fire Rating Inspection Bureau for approval
Landlord's  approval of the foregoing shall not constitute the assumption of any
responsibility by Landlord for the accuracy of sufficiency  thereof,  and Tenant
shall be solely responsible  therefor.  Said work shall be accomplished  without
interrupting fire service to remainder of Shopping Center during occupied hours.
E Electrical

     1. Tenant,  at its expense,  shall  furnish and install  and/or  modify the
existing to provide a complete electrical service proceeding from the Landlord's
point of  connection  as  defined in  Exhibit  B-I to a point  within the leased
premises.  This work  shall  include,  but not be  limited  to,  furnishing  and
installing  a  fusible   disconnect  switch  at   Landlord's/utility   company's
distribution  equipment and conduit and  conductors  of sufficient  capacity for
Tenant's requirements. All conductors shall be insulated copper wire type THW or
THWN.

     2. All  fluorescent or  incandescent  lighting  fixtures in Tenant's public
areas,  other  than  track  type and  decorative  fixtures,  shall be  recessed.
Fluorescent  fixtures shall have low brightness,  parabolic  lenses or diffusers
and  be no  larger  than  2'  0" x 2'  0" in  size.  Bare  lamp  fluorescent  or
incandescent  fixtures  may not be used except in  concealed  areas and/or stock
rooms. Connections to all devices in Tenant's public areas shall be concealed.

     3.  Emergency  lighting  shall be provided by Tenant per code to illuminate
stock and/or sales areas and rear exitway  during power outage,  which  lighting
shall be battery-operated,  twin-head light pack(s) and/or fluorescent fixtures.
In public areas battery assembly for emergency lights shall be concealed.

     4. Circuits serving signs shall be controlled by a time switch.

     5 Audio systems installed by Tenant shall be designed such that sound shall
be contained  within the leased  premises.  No speaker or sound emitting  device
shall be installed or employed  within twenty feet (20') of Tenant's  storefront
lease line and shall be directed toward the interior of the space


     Tenant  shall  enter  into  a  direct  contract  with  Landlord's   roofing
contractor.


<PAGE>
D   Mechanical

A.    Snace Layout DrawinGS

     1. General:

     Tenant  shall  submit   quadruplicate  copies  of  its  sign  drawings  and
specifications,  including  samples of  materials  and  colors,  for  Landlord's
approval,  prior to  fabrication  of Tenant's  sign.  Such  drawings  shall show
location of sign on  storefront  elevation  drawing and shall  clearly  indicate
color, materials, attachment devices, dimensions and construction details.

     2. Criteria:

     Only the storefront of the leased premises facing malls and/or courts shall
be  identified  by a sign.  Tenant's  sign  shall be  subject  to the  following
requirements and limitations:

     a. The average height of sign letters or components shall not exceed twelve
inches (12")

     b. No part of the sign letters shall hang free of the background.

     c. Sign shall not project beyond the leaseline of the leased  premises more
than two inches (2 ~) if less than eight feet (8') above finished floor line, or
more than six inches (6") if above eight feet (8').

     d.  Signs  shall be  limited to the store name only as set forth in Section
16.01 of this Lease; reference to merchandise or activity is prohibited.

     e. Sign letters or  components  shall not have exposed neon or other lamps.
All light source shall be concealed by translucent material.  Surface brightness
of translucent material shall be consistent in all letters and components of the
sign. All edges and the backs shall be fully encased in metal.

     f The storefront  sign shall not employ the name of the Shopping  Center as
part of Tenant's store identification.

     g. The outer  limits of sign  letters,  components  or insignia  shall fall
within a  rectangle,  the two short sides of which must be at least  twenty-four
inches (24") from the side  leaselines of the leased  premises,  the top side of
which must be at least  twelve  inches  (12") from the soffit of the mall fascia
element.

     h. All electrical sign  components  must bear U.L.  label.  Such U.L. label
must be inconspicuously placed.

     3 The following types of signs or sign components are prohibited:

     a Signs

     b. Signs

     c Signs

     d. Signs

     e. Signs

     f Signs panels. g. Shadow-box type signs.

     h. Signs employing unedged or uncapped plastic letters with no returns.

     i. Any exposed fastenings whatsoever.

     j Cloth, paper,  plastic or cardboard signs,  stickers,  decals, or painted
signs of any  kind,  hung  around,  on or  behind  storefront  glass  or  within
storefront space.

     k. Back-illuminated signs.

     I. Free-standing signs.  employing moving or flashing lights or any audible
or moving components. employing exposed raceways, ballast boxes or transformers.
exhibiting  manufacturer's name, stamps or decals. employing painted and/or non-
illuminated letters. employing luminous-vacuum formed plastic letters. of box or
cabinet type, employing transparent, translucent or luminous plastic background

     4 The  service  door of the  leased  premises  shall be  identified  with a
plastic  sign,  uniform to all Tenants,  in  accordance  with Center  Management
criteria.


     SECTION VI. PROCEDURE SCHEDULES AND OBLIGATIONS FOR THF COMPLETION OF PLANS
AND SPECIFICATIONS BY TENANT

     All prints,  drawing  information  and other  material to be  furnished  by
Tenant to Landlord for  approval as required in this Exhibit  shall be addressed
to Landlord at 200 East Long Lake Road, P.O. Box 200, Bloomfield Hills, Michigan

     Refer to Exhibit B-I for additional criteria.


<PAGE>
A.    Space Layout Drawings


     Approvals  of such  documents  shall  be  deemed  invalid  unless  given by
Landlord in writing. ~ [DELETED] If Tenant shall not have commenced construction
with respect to such work or  alterations  within such one hundred  twenty (120)
day period (or shall not be  diligently  pursuing  such work or  alterations  to
completion),  Tenant ~ to resubmit the applicable  plans and  specifications  to
Landlord for  re-approval  prior to commencement or continuation of such work or
alterations.  All noticeS1 drawing  information and other material  furnished by
Landlord to Tenant  under this  Exhibit or pursuant to Sections  5.01 or 5.02 of
the Lease may be  effectively  submitted to Tenant by mailing the same to Tenant
at the address set forth on the Data Sheet on page 1 of the Lease or to Tenant's
architect if Tenant has provided Landlord with such an address,  notwithstanding
any contrary or  additional  requirement  contained in any other  section of the
Lease


     1.Following the execution of this Lease, Landlord shall furnish Tenant with
one (1) set of prints of Space  Layout  Drawings  giving  technical  and  design
information  for the  leased  premises,  provided  that  Landlord  shall  not be
responsible  for the  accuracy,  efficacy or  sufficiency  of said Space  Layout
Drawings  and Tenant shall be solely  responsible  for all  technical  and other
examinations  of the leased premises and shall be exclusively  responsible  with
respect to verification of actual field conditions and actual field measurements
and a full review of all technical and engineering  requirements with respect to
the leased premises and Tenant's construction thereon.

     B Workin~ Drawints and Snecifications

     1.Within  thirty (30) days' from either of the following  dates,  whichever
shall be the later to occur (a)  receipt by tenant of Space  Layout  Drawings or
(b)  execution  of this Lease by the  parties  hereto,  Tenant  shall  engage an
Architect  registered  in the state in which the Shopping  Center is located for
the purpose of  preparing  Working  Drawings and  Specifications  for the leased
premises  Working  Drawings  and  Specifications  shall be  prepared  in  strict
compliance  with the  Construction  Criteria  and  requirements  as set forth in
Section  IV of this  Exhibit  and shall  adhere to the  design as  indicated  in
Section 5.01(b) of the Data Sheet of the Lease to which this exhibit is attached

     2 All Working Drawings and  Specifications  prepared by Tenant's  Architect
shall be submitted by Tenant. in the form of one (1) set of reproducible  prints
(i.e.,  sepias) and one (1) set of prints,  along with a Letter of Certification
by Tenant's Architect that such drawings and specifications  comply with Section
5.01(b) of the Data Sheet and  Landlord's  Construction  Criteria.  Any required
revisions to such  Working  Drawings  and  Specifications  shall be prepared and
resubmitted by Tenant to Landlord within ten (10) days of receipt of notice from
Landlord.

     3 Tenant shall pay all fees of its Architect, and shall pay to Landlord for
Coordination  and  Administrative  Services a fee based on the floor area of the
leased premises in accordance with the following schedule


                Floor Area of
         Lease Premises

                1 to 500 sq. ft.             900.00
                501 to 750 sq. ft.           975.00
                751 to 1,500 sq.             1,150.00
                1,501 to 3,500 sq.           1,700.00
                3,501 to 6,000 sq. ft.       2,150.00
                6,001 to 10,000 sq.ft.       2,750.00
               10,001 sq. ft. and over       3,300.00 + $.30/SQ. FT.in excess
                                             OF 10,000 sq. ft.

     Tenant's  payment of the  foregoing  fee shall be payment  to  Landlord  in
connection  with  Landlord's  review of the  various  plans  and  specifications
submitted  by  Tenant  and  in  connection  with  Landlord's   facilitation  and
coordination of Tenant's actual  construction in the leased  premises;  however,
Landlord  shall not be in any way  responsible  or liable  with  respect  to the
accuracy,  sufficiency,  or feasibility of Tenant's  plans,  and Tenant shall be
totally responsible for same

     Refer to Exhibit B-I for additional criteria.


<PAGE>
     C Comnletion Schedule:

     1 The following information regarding Tenant's completion schedule shall be
completed by Tenant and delivered to Landlord  upon  Tenant's  execution of this
Lease:

     a Working  Drawings  and  Specifications  submittal  date (thirty (30) days
after receipt of fully-executed Lease)

     b. Submission of Working Drawings and  Specifications to the local building
department for building permit concurrent with submittal to Landlord (allow four
(4) weeks for approval)

     c Construction start date

     d. Merchandise date

     e. Store opening date

     f. Commencement date

     Notification may be sent by Landlord to Tenant, at Landlord's  option,  for
completion of any of the preceding  dates not listed on the Completion  Schedule
submitted  by Tenant.  Any such  notification  shall be  returned  completed  to
Landlord no later than twenty-one (21) days following Tenant's receipt thereof

<PAGE>
     SECTION VI.  PROCEDURE.  SCHEDULES AND OBLIGATIONS FOR THE  CONSTRUCTION OF
THE LEASED PREMISES BY TENANT.

     A Commencement of Construction

     1 Tenant  shall  commence  demolition  and/or  construction  of its  leased
premises and shall carry such  construction to completion with all due diligence
The failure of Tenant to comply with  procedures and schedules set forth in this
Exhibit,  or to commence or complete  the  construction  of the leased  premises
prior to the date of commencement of the term of the Lease to which this Exhibit
is  attached  and  made  a  part  shall  have  no  effect  whatsoever  upon  the
commencement  of said  term,  which  shall  in any  event  commence  at the time
provided for in Section 1.02 of said Lease

      B. General Requirements

     1. Tenant shall submit to Landlord via  Certified or  Registered  Mail,  at
~ast five (5) days prior to the  commencement  of  construction,  the  following
information:

     a. The  names and  addresses  of the  General,  Mechanical  and  Electrical
Contractors Tenant intends to engage in the construction of its leased premises.

     b. The date on which Tenant's  construction  work will  commence,  together
with  the  estimated  date of  completion  of  Tenant's  construction  work  and
fixturing  work,  and date of Tenant's  projected  opening  for  business in the
leased premises.

     c. Evidence of insurance as called for hereinbelow.

     d.  Itemized   statement  of  estimated   construction   costs,   including
architectural, engineering and contractor's fees.

     e. [DELETED]

     2. Tenant shall engage the services of such bondable,  licensed contractors
who  will  work in  harmony  with  Landlord's  contractors  and the  contractors
employed  by the other  tenants so that there shall be no labor  disputes  which
would interfere with the operation,  construction and completion of the Shopping
Center or with any work being carried Out therein.

     3.  Construction  shall comply in all  respects  with  applicable  Federal,
State, County and/or City 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 by Tenant.
Landlord's review of Tenant's Working Drawings and  Specifications  shall be for
the purpose of ascertaining  compliance with the  requirements of this Lease and
Landlord's  requirements,  and shall in no event extend to any  confirmation  or
authorization,   express  or  implied,   that  Tenant's   Working  Drawings  and
Specifications  have  been  prepared  in  accordance  with the  requirements  of
applicable  laws,  codes,   ordinances  and  regulations,   including,   without
limitation,  the  Americans  with  Disabilities  Act, and Tenant shall be solely
responsible  with respect to all  necessary  compliance  with such laws,  codes,
ordinances and regulations.

     Tenant shall provide temporary heat if required.

     Tenant shall provide temporary electrical if required.

     Tenant shall apply and pay for all utility services.

     Tenant shall cause its  Contractor to provide  warranties for not less than
one year against defects in workmanship, materials and equipment.

     4.  Tenant's  Work shall be  subject to the  inspection  of  Landlord,  its
consultants, and its supervisory personnel

     5. Upon the  expiration of one half (1/2) of the lease term,  Tenant shall,
within eh-- days after  direction  from Landlord,  submit  Working  Drawings and
Specifications  as set forth in Section V of this Exhibit showing the work to be
performed by Tenant to  completely  remodel and  refurbish  the leased  premises
Tenant will cause such work to be performed  not later than i-i- days  following
the date of  Landlord's  direction  in  accordance  with  Working  Drawings  and
Specifications approved by Landlord ~ remodeling work to be done by T~nant

     All such work shall be subject  to and shall be carried  out in  accordance
with the provisions of this Lease, including, without limitation, the provisions
of  Section  5.01(b)  governing  construction  of the  leased  premises  and the
remedies of Landlord in the event of noncompliance by Tenant, including, but not
limited to, termination of this Lease as therein set forth. Without limiting the

<PAGE>
     foregoing,  in the event that Tenant shall fail to perform such  remodeling
work, or if Tenant shall fail to operate the leased  premises as required in the
Lease or shall fail to surrender  possession of the leased  premises to Landlord
as required in the Lease or under law,  Landlord  shall have the right to erect,
at Tenant's  expense,  a storefront  barricade in front of the leased  premises,
which  barricade  shall not be removed  except  upon  Landlord's  prior  written
consent and with Tenant paying the cost of such removal.

     C. Landlord's Right to Perform Work

     1.Landlord  shall  have the  right to  perform,  on  behalf  of and for the
account of Tenant,  subject to reimbursement of the cost thereof by Tenant,  any
and all of Tenant's Work which Landlord determines in its sole discretion should
be performed  immediately and on an emergency basis for the best interest of the
project,  including  without  limitation,  work  which  pertains  to  structural
components,  mechanical,  sprinkler  and general  utility  systems,  roofing and
removal of unduly accumulated construction material and debris

     D. Temnorarv Facilities Durin~ Construction

     1.Tenant shall pay for all temporary utility facilities, and the removal of
debris,  as necessary  and required in  connection  with the  demolition  and/or
construction  of  the  leased   premises.   Storage  of  Tenant's   Contractors'
construction  material,  tools,  equipment  and debris  shall be confined to the
leased  premises  and in areas  which may be  designated  for such  purposes  by
Landlord.  In no event shall any  material or debris be stored in the mall or in
service or exit corridors.

     2 During construction, Landlord may provide temporary electrical service in
an area designated by Landlord Tenant shall ~ --.- ~ to connect  temporary lines
to the power  source for  service to its  premises.  The cost to Tenant for this
service will be $450.00 per month or twenty-five  cents (25C) per square foot of
leased  area per month,  whichever  is  greater.  Payment is to be  remitted  to
Landlord by the first of each month  after  service is  initiated.  In the event
that the leased premises presently contain a metered electrical service,  Tenant
shall utilize the existing service and reimburse  Landlord on the metered basis.
During initial construction, Tenant fixturing and merchandise stocking, Landlord
may require  Tenant to utilize  trash  removal  service  from  designated  truck
courts.  Tenant is  responsible  for  breaking  down boxes and placing  trash in
containers in the designated truck court areas.

     The cost to Tenant for this service will be on a monthly  basis and payment
is to be remitted by the first of each month after  service is  initiated on the
following basis:

               Floor Area of Leased Premises           Monthly Amount in $

                30,001 sq. ft. to                      460.00
                50,000 sq. ft.
                20,001 sq. ft. to                      410.00
                30,000 sq. ft.
                15,001 sq. ft. to                      360.00
                20,000 sq. ft.
                10,001 sq. ft. to                      320.00
                15,000 sq. ft.
                 5,001 sq. ft. to 10,000 sq. ft.       280.00
                 2,001 sq. ft. to 5,000 sq. ft.        240.00
                 2,000 sq. ft or less                  200.00

     At any time,  as  determined by Landlord,  Landlord may  discontinue  trash
removal service and Tenant shall assume responsibility  therefor.  All such work
shall be performed by contractors approved by Landlord.

     E Construction Comnletion

     1. A Letter of Certification by Tenant's  Architect  stating that the store
has been  satisfactorily  completed in  compliance  with the  Landlord  Approved
Working  Drawings.  Any  deficiencies  should be  outlined  and sent to Tenant's
contractor for correction within thirty (30) days.

     F. Landlord's Letter of Accentance

     1Upon the completion of Tenant's  construction and fixturing work, and upon
written  request to Landlord  from  Tenant,  Landlord  shall issue a  Landlord's
Letter of  Acceptance  of said  premises.  The issuing of such a Letter shall be
contingent  upon  Tenant  satisfying  all of  the  following  conditions  (which
conditions  shall,  in  any  event,  be  satisfied  by  Tenant  as a  obligation
hereunder):

     a. The  satisfactory  completion  by Tenant of the work to be  performed by
Tenant under Section III of this Exhibit  including  correction of  deficiencies
and inconsistencies with approved Working Drawings and Specifications.

     b  Furnishing  by  Tenant to  Landlord  of all  waivers  of liens and sworn
statements  from all persons  performing  labor  and/or  supplying  materials in
connection with such work showing that all of said persons have been compensated
in ~l.


     C Submittal by Tenant to Landlord of a detailed breakdown of Tenant's final
and total construction costs

     d.  Submittal by Tenant to Landlord of warranties for not less than one (1)
year against defects in workmanship,  materials and equipment, if so required by
Landlord.

     e.  Full  payment  by  Tenant  of all sums due  Landlord  for items of work
performed by Landlord on behalf of Tenant, as outlined in this Exhibit.

     f The  issuance of a  Certificate  of  Occupancy by the Building and Safety
Department of the local unit of government.

     2. Upon  written  request  from  Tenant,  Landlord  shall also inspect that
portion of Tenant's Work which shall have been  completed up to the date of such
request,  and upon satisfaction of all of the foregoing  conditions set forth in
paragraph 1 above  (other than  issuance of a  Certificate  of  Occupancy)  with
respect to the  portion of Tenant's  Work so  com~eted,  Landlord  shall issue a
Landlord's  Letter  of  Acceptance  with  respect  to such  completed  work.  No
payments, if any, required to be made by Landlord to Tenant shall be made unless
and until Tenant shall have obtained a current Letter of Acceptance with respect
to all of Tenant's Work completed as of the date of such required payment.

     G Payments bv Tenant

     1.Tenant  shall  pay  Landlord  all sums  due  Landlord  for  items of work
performed or expenses  incurred by Landlord on behalf of Tenant  within ten (10)
days after receipt by Tenant of a statement  therefor from Landlord.  Such items
of work and expenses incurred include,  but are not necessarily  limited to, the
following:

     a. All items called for as Tenant's cost obligations in this Exhibit.

     b.  In  the  event  that  the  leased  premises  are  located  in a  retail
development, or in an expansion wing of a retail development,  which development
or  expansion  wing shall not yet have opened for  business to the public at the
time of the commencement by Tenant of its construction  hereunder,  Tenant shall
be  obligated  to pay to Landlord  Tenant's pro rata share of costs and expenses
incurred by Landlord in  arranging  for a final  cleaning of and debris  removal
from the common areas and vacant  premises in preparation  for the grand opening
of the retail  development  or of such expansion  wing.  Tenant's pro rata share
shall be  computed on the basis that the square  footage of the leased  premises
bears to the square  footage of gross leased and  occupied  area in the Shopping
Center (or in the expansion  wing of the Shopping  Center,  as applicable) as of
the earlier of: the date of the opening of the Shopping Center (or the expansion
wing, as applicable),  or the date that Tenant is notified of its pro rata share
of such costs and extenses.

     2 in the event  Tenant  fails to open its store for business to the general
public upon the commencement date of the term of the Lease, or fails to complete
the remodeling  required under  Section~'~1 of the Lease within ninety (90) days
following  such  commencement  date (to the extent that this Lease  represents a
renewal lease for the same premises as are presently  occupied by Tenant),  then
in addition to all other fees and charges  hereunder,  Tenant shall pay a fee to
Landlord in accordance with the following schedule for additional  coordination,
administration,  and  other  services,  which  fee  shall be paid for each  full
calendar  month after the  commencement  date,  or after the  expiration of such
ninety (90) day period, as applicable (with periods of less than one month to be
prorated),  that  Tenant  shall have failed to open its store for  business,  or
shall have failed to complete its required

<PAGE>
     remodeling as set forth above, as applicable.  The payment of the foregoing
fee shall not excuse  Tenant from  default  for  failure to open,  or failure to
remodel,  as applicable,  shall not preclude the exercise of default remedies by
Landlord,  and  shall  not  render  Landlord  liable  in  any  manner  for or in
connection with Tenant's construction.

   Floor Area of Leased Premises           Applicable Amount in $

   1 to 500 sq. ft.                          2,500.00
   501 to 750 sq. ft.                        3,000.00
   751 to 1,500 sq. ft.                      4,000.00
   1,501 to 3,500 sq. ft.                    5,500.00
   3,501 to 6,000 sq. ft.                    7,000.00
   6,001 to 10,000 sq. ft.                   8,000.00
   10,001 sq. ft. and over                   9,500.00 + $.75per sq.ft. in excess
                                             of 10,000 sq ft

     H Insurance

     1Tenant shall secure,  pay for and maintain,  or cause its Contractor(s) to
secure,  pay for and maintain during  construction and fixturing work within the
leased premises,  all of the insurance  policies required herein, in the amounts
as set forth below, and such insurance as may from time to time be required from
city, county, state or federal laws, codes, regulations or authorities, together
with such other  insurance as is reasonably  necessary or appropriate  under the
circumstances.  Tenant shall not permit its  Contractor(s)  to commence any work
until  all  required  insurance  has  been  obtained  and  certificates  of such
insurance have been


<PAGE>
delivered to Landlord

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

     a.  Worker's  Compensation,   as  required  by  state  law,  and  including
Employer's Liability Insurance with a limit of not less than $2,000,000, and any
insurance  required by any Em~oyee  Benefit  Acts or other  statutes  applicable
where  the  work  is  to  be  performed  as  will  protect  the  Contractor  and
Subcontractors  from any and all  liability  under the  aforementioned  acts. b.
Comtnercial  General  Liability  Insurance  (including  Contractor's  Protective
Liability) in an amount not less than $2,000,000 for any one occurrence  whether
involving  personal injury liability (or death resulting  therefrom) or property
damage liability or a combination thereof with an aggregate limit of $2,000,000.
Such insurance shall provide for explosion, collapse and underground coverage.

     Such insurarice  shall insure Tenant's General  Contractor  against any and
all claims for personal injury,  including death resulting  therefrom and damage
to or destruction of property of any kind whatsoever and to whomsoever belonging
and arising from his operations  under the Contract and whether such  operations
are performed by Tenant's General  Contractor,  Subcontractors,  or any of their
Subcontractors, or by any one directly or indirectly employed by any ~ them.

     C. Comprehensive  Automobile Liability Insurance,  including the ownership,
maintenance,  and  operation of any  automotive  equipment,  owned,  hired,  and
non-owned, in the following amounts:

         (1)  Bodily injury, per occurrence for personal
              injury and/or death                                   $2,000,000

         (2)  Property Damage Liability                             $2,000,000

     Such insurance shall insure the General  Contractor  and/or  Subcontractors
against  any and all claims  for  personal  injury,  including  death  resulting
therefrom  and damage to the  property of others  caused by accident and arising
from its operations under the Contract and whether such operations are performed
by the General Contractor,  Subcontractors,  or by anyone directly or indirectly
employed by any of them

     3 Tenant's Protective Liability Insurance.

     Tenant shall provide Owner's Protective  Liability Insurance as will insure
Tenant  against any and all  liability to third  parties for damages  because of
personal  injury  liability (or death  resulting  therefrom) and property damage
liability  of  others 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. Said insurance shall be provided in minimum amounts
as follows:

a. Bodily injury, per occurrence for personal injury
   and/or death                                                $2,000,000

b. Property Damage Liability                                   $2,000,000

     4 Tenant's  Builder's  Risk  Insurance -- Completed  Value  Builder's  Risk
Material Damage Insurance.

      Coverage:

     Tenant shall provide an "All Physical Loss" Builder's Risk insurance policy
on the work to be performed  for Tenant in the leased  premises as it relates to
the  building  within  which the leased  premises is located.  The policy  shall
include Tenant, its Contractor and  Subcontractors,  Landlord,  and the partners
and agents of Landlord, as insureds as their interests may appear. The amount of
insurance to be provided shall be 100% of the replacement cost.

     5. All such insurance policies required under this Exhibit, except as noted
above, shall include Landlord, its Managing Agent,

<PAGE>
     its  Architect,  its General  Contractor,  and the  partners  and agents of
Landlord,  and the partners of such partners,  and any other parties in interest
designated by Landlord,  as additional  insureds;  except Worker's  Compensation
Insurance,  which shall contain an endorsement waiving all rights of subrogation
against  Landlord,  its  Managing  Agent,  its  Architect,  General  Contractor,
partners and agents, and the partners of such partners, and any other parties in
interest designated by Landlord.

     Certificates of Insurance shall provide that no reduction in the amounts or
limits  of  liability  or  cancellation  of such  insurance  coverage  shall  be
undertaken without prior thirty (30) day written notice to Landlord.

     The insurance  required  under this Exhibit shall be in addition to any and
all insurance required to be procured by Tenant pursuant to Section 11.01 of the
Lease to which this Exhibit is attached.

     d. All electrical  wiring  systems shall be in conduit.  The use of "Bx" or
"Romex" is not permitted.
<PAGE>
                                    WOODFIELD
                                   EXHIBIT B-1
                                    UTILITIES

                  (Attached to and forming a part of Exhibit B;
        Section references correspond to the Section numbers set forth in
                                   Exhibit B.)


SECTION II: LANDLORD'S WORK.

   A. Buildin~ Utilities and Services

      1. Points of connection  for Tenant's  use, to the following  utilities in
location and sizes determined by Landlord.

a.    Sanitary sewer stub.
b.    Plumbing vent stub.
c.    Domestic cold water stub.
d.    Fire protection sprinkler system main.
e.    Central gas utility company metering manifolds.
f.    Central electric utility company distribution centers.
g.    Central telephone company distribution boards.
h.    Duct shafts  containing  fresh air, relief air and toilet exhaust ducts to
serve first level tenants  stubbed in central  locations and  terminating to the
atmosphere.

SECTION IV: CRITERIA - TENANT'S WORK.

     The  requirements,  criteria,  and/or outline  specifications  as set forth
herein represent minimum standards for the design,  construction,  and finish of
the mechanical and electrical systems installed by Tenant.

   A. Mechanical

         1.       Plumbing:

     a. Plumbing  fixtures and  accessories  shall be of commercial  quality and
shall be of a water-conserving type. b. Water heaters shall be electric,  except
Food and  Beverage  Service  Tenants  where gas units may be permitted if gas is
available.  c Floor drains shall be provided in toilet rooms,  kitchens,  and/or
food service areas. d. Food and Beverage Service Tenants shall further provide:

     (i) Cast-iron grease traps located within the leased premises.

     (ii) Gas service and branch line extension from the gas meter center to and
within the leased premises.

     e. Every space shall have at least one (I) toilet  room.  All spaces  3,000
square feet or larger must  provide  public  accessible  toilet  rooms (male and
female). Said toilet rooms must comply with the state of Illinois plumbing code.

     2 Heating, Ventilating, and Air Conditioning:

     a Tenant shall install an all-electric heating and air-conditioning system.
<PAGE>
     (i) Each Tenant shall provide its own  individual  system  (i.e.,  heating,
ventilation  and  air-conditioning  equipment and controls,  ducts,  insulation,
water  supply,  venting and drainage,  fresh air supply and return,  exhaust and
make-up  air,  dehumidification  and  humidification  equipment,   water  saving
equipment and all  structural,  plumbing and electrical  work related  thereto).

     (ii) All  equipment  shall be contained  within  Tenant's  premises  except
rooftop air~ooled condensing units, make-up air units, and hood exhausters. Such
equipment  located on the roof shall only be located in areas  designated by the
Landlord to  specified  heights,  and in  accordance  with  Landlord's  standard
details for roof-mounted equipment. All refrigerant piping shall be installed in
ceiling space and extended through roof adjacent to the equipment. Suction lines
shall be insulated.

     (iii)  Tenant's air  handling  units shall be  floor-supported  in Tenant's
space independent of Landlord's structural system.

     b. Toilet rooms shall be  exhausted  per code.  All roof mounted  units for
second level Tenants shall be of aluminum construction.

     C. Ductwork:  Fabricated of galvanized  sheet metal per American Society of
Heating,  Refrigerating and Air-Conditioning  Engineers' standards,  as outlined
for "Low Pressure Ducts't in the latest edition of their "Guide and Data Book~'.

     d.  There  shall be a  provision  to bring in 100~  fresh  air for  cooling
purposes anytime the outside  temperature is below 600F. Such provision shall be
operated by automatic temperature controls

     e. All first level outside air, relief air,  exhaust air and other ductwork
requiring  outdoor  intake  or  venting  except  process  requirements  shall be
extended by Tenant to the common tenant service shafts.  All outside air, relief
air and general exhaust ~oilet Room,  Storage Room, etc.) ductwork shall connect
with  backdraft  dampers to sheet  metal  housings,  provided at the base of the
common shafts.

     f.  All  process  exhausts,  hood  exhausts,  equipment  vents,  and  other
contaminated  exhausts  permitted by Landlord shall discharge  vertically to the
atmosphere,  and be located a minimum of 20 feet horizontally from any fresh air
intakes, properly dispersing odors or fumes away from same.

     g. All supply and fresh-air  ductwork shall be insulated,  and all ductwork
on all levels  shall be  installed  in  concealed  space above  ceilings.  Space
between ceiling and structure shall not be used as a return air plenum.

     h. All air supplied to Tenant's area by its equipment  shall not migrate to
the public mall or adjacent spaces.

     i. Standards of design and construction  shall be in accordance with latest
ASHRAE and SMACNA Guides.

     j.Tenant shall provide all process requirements, hood exhausts, make-up air
supply,  equipment  vents and other  contaminated  exhausts.  When  permitted by
Landlord they shall extend in ductwork  through the roof. This ductwork shall be
located in special  shafts,  built by Tenant,  at locations and of  construction
designated by Landlord.

<PAGE>
     k.Ductwork  which passes through service  corridor and demising walls shall
have U.L.  approved fire dampers located in ductwork at wall.  Provide  approved
access doors for such dampers.

     l. Tenant roof equipment  shall be located in areas  designated by Landlord
to specified  heights and in accordance  with  Landlord's  standard  details for
equipment on the roof.

     (i) Should  weight or location of  equipment  by Tenant  require  supports,
screens, cat walks or roof hatch and ladder, they shall be provided by Tenant in
accordance  with standard  details.  Landlord shall determine when and where the
above shall be required.

     (ii) All  abo"e  equipment  shall be  finish  painted  in  accordance  with
Landlord's paint schedule and specifications.

     (iii) Tenant's roof  equipment  shall be clearly  identified  with Tenant's
name.

     B. Electrical

     1. Power  available for the leased  premises shall consist of the following
voltages:

      a.For tenants located in buildings "D, F, F, G, 3 and K":

     (i) Tenant  spaces of 6,000 square feet and smaller  will be provided  with
120/208 volt, 3 phase, 4 wire. (ii) Tenant spaces in excess of 6,000 square feet
will be provided with 2771480 volt, 3 phase 4 wire.

     b.For tenants located in buildings "L and N":

     (i) All tenants will be provided with 277/480 volt, 3 phase, 4 wire.

     2. Installation or modification of the existing system shall conform to the
following:

     a. Power for Tenant's heating,  ventilating and air conditioning  equipment
(single  and/or three phase),  including  electric  duct heaters,  unit heaters,
strip  heaters,  etc.  will be taken from 480 volt,  3 phase,  3-wire rain tight
distribution  panelboards located on the roof. Landlord will furnish and install
a plug-in fusible switch (mm. 60 amp) at Tenant's expense.  Tenant shall furnish
and  install   fuses,   all  wiring  and  conduit  from   rooftop   panelboards,
transformers,  starters,  relays,  switches,  connections,  etc.,  required  for
Tenant's equipment.

     b.Dry type  transformer  (if  required)  shall be used for all 1201208 volt
requirements

     c.Panelboards  shall be designed for 20% minimum spare  ampacity  (0ased on
connected load) and 20% spare breaker space.
<PAGE>
                        STANDARD TOYS INTERNATIONAL RIDER

     Section 1.01(a): On page 51, line 11, after the word any", insert "Landlord
represents  that such  covenants,  restrictions  and easements of record and the
terms and provisions of any such reciprocal easement and/or operating agreements
shall  not  materially  interfere  with  Tenant's  use  of the  leased  premises
generally pursuant to Section 7.01 hereof."

     Section  1.01(1))On  page Si, line 27, after the word  "Landlord.",  insert
"Landlord  shall use  reasonable  efforts to locate  such  facilities  below the
floor, above Tenant's finished ceiling and/or ~thin or abuning dividing walls."


     Section  1.02:  At the end of the  Section,  insert "In the event  Landlord
elects to add a departinent  store or cause an expansion or  contraction  of the
Shopping Center or the regional retail development which directly affects all or
any portion of the leased premises,  then Landlord upon one hundred eighty (180)
days prior notice in writing to Tenant may termmate  this Lease.  During the one
hundred eighty (180) day period Landlord shall offer to Tenant such  alternative
location  of  approximately  the same  square  footage  and  frontage  as may be
available in the Shopping Center from time to tirne. Landlord shall not exercise
its rights under this paragraph on more than one (1) occasion during the term of
this Lease  Tenant  shall not be  obligated  to  relocate  or to have this Lease
terminate during the period between  November 15 and the next following  January
31 pursuant to this Section  1.02.  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 minimum rent, the  percentage  rent  break:point,  and
Merchant's Association or promotional charges shall be

<PAGE>
     proportionately  adjusted.  Tenant shall cause all  construction in the new
premises to be completed and open for business within ninety (90) days following
delivery of the new premises to Tenant.  In the event of  relocation  during the
first  eight  (8) leas~  years of the lease  term,  thirty  (30) days  following
Tenant's  opening in the new premises and  submission  to Landlord of waivers of
lien  covering  Tenant's Work therein,  Landlord  shall  reimburse to Tenant the
reasonable  costs  paid  by  Tenant  in  constructing  Tenant's  Work in the new
premises,  plus  incidental  relocation  expenses,  such  incidental  relocation
expenses,  not to  exceed  Ten  Thousand  Dollars  ($10,000.00).  Rent and other
charges shall be abated during any period from Tenant's  closing in the original
premises to the date Tenant is obligated to reopen in the new  premises.  In the
event Landlord and Tenant are unable to agree on an alternative  location,  this
Lease shall terminate at the end of the said one hundred eighty (180) day period
In the event of such  temlitiation or in the event of relocation after the first
eight (8) lease years of the lease term,  within thirty (30) days  following the
date that Tenant  shall have  vacated the  premises,  Landlord  shall pay to the
Tenant  a  sum  equal  to  the  then  unamortized  cost  of  Tenant's  leasehold
improvements,  such amortization to be on the straight line basis over the ftill
term of the Lease. Tenant shall furnish to Landlord such backup information as

     (iii) Bulk sales of distressed  merchandise to jobbers,  liquidators or the
like not t Landlord may reasonably  require.  Tenant shall deliver possession of
the leased prernises to Landlord on or before the termination  and/or relocation
date in the  condition  required in this Lease and subject to all charges  which
are due and owing or which shall be accrued up to such date (which charges shall
be paid to  Landlord  within  thirty (30) days of such  date).  Tenant  shall be
released from any and all flirther  obligations  pursuant to this Lease accruing
or arising  from and after the date of  termination  with respect to the vacated
premises,  however,  in the event of relocation,  Tenant shall remain liable for
such  obligations  and charges  accruing under this Lease after the date of such
relocation."

     Section 2.02(1))On page S2, line 41, after the word "be", delete the period
and insert  "(or  refunded  to Tenant if  Landlord  is holding  any  overpayment
following expiration of the lease term)

     At the end of the Section,  insert  "Notwithstanding the foregoing,  if the
commencement  date  of the  lease  term is  other  than  February  1,  then  the
percentage  rental  covering  the first lease year shall be paid as follows:  no
percentage  rental shall be paid to Landlord during the first lease year; rather
Tenant's  Gross Sales in excess of Minimum Gross Sales shall be  determined  for
the first twelve (12) calendar  months  following the  commencement  date of the
lease term,  and percentage  rental shall be paid on such excess  prorated as to
the  number of days of a full  calendar  year which are  included  in said first
lease year. Such percentage rental shall be payable on or before the last day of
the thirteenth  (13th) month next following the  commencement  date of the lease
term."

     Section 2.03: At the end of the Section, insert  'Notwithstanding  anything
to the contrary contained in this Lease to the contrary,  the following shall be
excluded from the definition of Gross Sales

     (i) Sales to  employees at discount to the extent same shall not exceed two
and one-half percent (2-1/2%) of Gross Sales per annum,

     (ii) Sums and credits  received in the  settlement of claims for loss of or
damage to merchandise;

     (iii) Bulk sales of distressed  merchandise to jobbers,  liquidators or the
like not t

<PAGE>
     (iv) Gift certificates,  or like vouchers, until such time as the same been
converted into a sale by redemption;

     (v) At cost alteration workroom charges and at cost delivery charges.

     (vi) Receipts from public telephones,  stamp machines, public toilet locks,
~nd vending  machines  permitted by Landlord and installed solely for the use of
Tenant's employees,

     (vii)  Receipts  from  so-called  "layaway"  sales to the  extent  payments
thereon have not been received by Tenant; and

     (viii)  Interest,  service  or sales  carrying  charges  or other  charges,
howe~er  denominated,  paid by  customers  for  extension  of  credit  on  sales
(provided credit card company charges shall not be excluded from Gross Sales)."

     Section 2.05: On page 54, line 22, after the sentence  ending with the word
"Section",  insert If such taxes and assessments  include  assessments which are
being paid by  Landlord  in  installments,  then only the  installments  paid by
Landlord during a lease year shall be included in taxes and assessments for such
lease year.

     On page 54,  line  30,  after  the  word  "year",  insert  "(including  the
percentage figure used for determining same)".

     On page 54, line 36, in place of the deleted language, insert "installments

     On page 54,  line 37,  after the word  "hereunder",  delete  the period and
insert "(or  refunded  to Tenant if  Landlord  is holding  any excess  following
expiration of the lease term)."

     On page 54, line 47,  after the  sentence  ending with the word  "relates",
insert  "Upon  Tenant's  request,  but no more often than once during each lease
year, Landlord shall supply Tenant with a copy of the tax bill pertaining to the
then  current  or prior (as  requested  by Tenant)  fiscal  period of the taxing
authority."

     At the end of the Section, insert "Notwithstanding the foregoing,  Tenant's
obligation  hereunder shall not include the payment of any income tax of general
applicability to be paid by' Landlord,  excepting that Tenant shall be obligated
for such tax to the extent such tax is  assessed  in lieu of or in  substitution
for existing ad valorem  taxes on real property  which are  hereafter  modified,
abolished or repealed in whole or in part."

     Section  2.06:  On  page  S4,  line  57,  after  the  word  "rent",  insert
"(excluding notices of default)".

     Section 3.01:


     by Tenant".  reasonably  acceptable to". On page S5, line 8, after the word
"local", insert "sales"

     On page 55,  line 11,  after the word  "include,",  insert  "to the  extent
maintained


     On page S5, line 20, in place of the deleted language, insert "other device

     (iii) Bulk sales of distressed  merchandise to jobbers,  liquidators or the
like not
<PAGE>
in the ordinary course of Tenant's business;

     On page S5, line 21, after the word "be", insert "reasonably"

     On page S5, line 22, in place of the deleted language. insert "three (3)"

     Section 3.02: On page S5, line 32, in place of the deleted language, insert
"Tenant's chiet financial or other executive officer".

     On page S5, line 34, in place of the deleted language, insert "ten (10)"

     On page S5, line 36, after the word  "require.".  insert "If Landlord makes
an oral request to Tenant's  corporate  headquarters  by telephone  for Tenant's
monthly  Gross Sales figure  sooner than ten (10) days  following the end of the
month in question,  and at the time of Landlord's request Tenant has such figure
available,  then Tenant agrees to immediately  and orally inform Landlord of the
Gross Sales figure in question.

     At the end of the Section, insert "Landlord shall use reasonable efforts to
keep Tenant's Gross Sales information  confidential  provided Tenant agrees that
same may be disclosed to Landlord's agents,  its partners,  the partners of such
partners,  Landlord mortgagees or prospective  mortgagees or to any purchaser or
prospective  purchaser  of all or any  portion  of  Landlord's  interest  in the
regional retail development."

     Section 4.01. On page S5. line 48. in place of the deleted language, insert
"Tenant"

     On page S5, line 52, in place of the first deletion, insert "Tenant"

     On page S5, line 52, in place of the second deletion, insert "ten (10)"

     Section4.02  On page 55,  lines 54 and 59, in place of the  deleted  "three
(3)",  insert  "ten (10)" On page S5,  line 59, in place of the first  deletion,
insert "Tenant"

     " u n d e r st a t e d ".

     ( 2 % ) ".



     ( 4 % ) "

     O n p a g e S 5, lines 63 and 68, in place of the  deleted  "at  variance",
insert


     On page S5,  line  63,  in place of the  deleted  percentage,  insert  "two
percent

     On page S5,  line 68,  in place of the  deleted  percentage,  insert  "four
percent On page 55, line 68, after the word "more", insert "on three (3) or more
occasioris during the lease term".

     On page S6, line 5, after the word "in", insert "Section 19.02 of".

     On page 56, line 13, after the word "auditor",  insert "which auditor shall
be an independent certified public accountant".

     Section  5.01(1)):On page 56, line 48, after the word "by",  insert "thirty
(30) days' written"

     On page S6, lines 49, after the word "Tenant,",  insert "and an opportunity
for Tenant to cure during such thirty (30) day period,".

     On page S6, line 50, after the word "in", insert "Section 19.02 of".

     On page S6, line 52,  after the word  "upon",  insert  "fifteen  (15) days'
written"

     On page 56, line 52, after the word  "Tenant,",  insert "and an opportunity
for Tenant to cure during such fifteen (15) day
<PAGE>
period,".

     On page 56, line 67,  after the word  "upon",  insert  "fifteen  (15) days'
written

     On page S6, line 67, after the word  "Tenant",  insert "and an  opportunity
for Tenant to cure during such fifteen (15) day period".

     On page S7, line 1, in place of the deleted word, insert "adequately".

     At the end of the  Section,  insert "If  Landlord  shall fail to respond to
Tenant s plans and  specifications  within fifteen (15) days  following  receipt
thereof,  then the  comniencement  date set  forth  in the Data  Sheet  shall be
extended  one (1) day for each day beyond  such  fifteen  (15) day  period  that
Landlord fails to respond."

     Section  5.02(a):  At the end of the Subsection,  insert "In no event shall
Landlord  provide  Tenant with a Notice of  Availability  under this Lease until
after  Tenant  has  received a fully  executed  Lease  from  Landlord  and until
Landlord's Work has been substantially completed."

     Section 5.02(c): On page S7, line 39, after the word "possession.",  delete
the period and insert  "except for defects in  Landlord's  Work of which  Tenant
notifies Landlord in writing within thirty (30) days from date of possession and
(if the leased  premises have not previously  been  occupied)  latent defects in
Landlord's  Work of which  Tenant  notifies  Landlord in writing  within six (6)
months from the date of taking possession (which defects Landlord shall promptly
undertake to correct)".
<PAGE>
     Section  6.01  At the  end  of the  Section,  insert  "Notwithstanding  the
foregoing, Tenant shall be permitted to make minor, nonstructural alterations to
the interior of the leased  premises not to exceed Fifty  Thousand and 00/l00ths
Dollars  ($50,000.00)  during any twelve (12) month  period,  provided that such
alterations  shall not change the  original  design of the  leased  premises  as
originally  approved by  Landlord,  and further  provided,  Tenant  shall not be
permitted  to make any  alterations  whatsoever  to the  storefront,  signage or
configuration  or  size of the  sales  area  without  Landlord's  prior  written
approval  Tenant shall give Landlord  fifteen (15) days' written notice prior to
undertaking any  alterations  which Tenant is permitted to make pursuant to this
paragraph."

     Section 6.02. On page S8, line 14, after the word "iniprovements.",  delete
the period and insert  provided  Tenant may remove trade  fixtures  installed by
Tenant upon  expiration  of the lease term if Tenant shall not be in default and
repairs any damage caused by installation or removal of same

     Section 6.03: At the end of the Section,  insert "In  exercising its rights
under this  Section.  Landlord  shall use  reasonable  efforts to  minimize  any
interference  with  access to or  visibility  of the  leased  premises  from the
enclosed mall area.

     Section 7.02: On page S8, line 56, in place of the deleted language, insert
"an adequate"


     On page 58, line 57, in place of the deleted language, insert "an adequate"

     On page S8, line 57,  after the word  "merchandise",  delete the period and
insert "provided Tenant shall only be obligated to open and operate during those
days and hours during which at least seventy percent (70%) of the other Shopping
Center  tenants  (excluding  banks,  theatres and food  operators) are similarly
obligated  and in no event  shall  Tenant be  obligated  to open and  operate on
Christmas Day or Thanksgiving Day."

     On page 58, line 58, after the word  "shall",  insert  "following  four (4)
hours' notice to Tenant (which notice may be given by telecopier)".

     On page 58,  line 67,  after the word  "designate",  delete  the period and
insert "but no earlier  than an hour prior to required  opening or later than an
hour following permitted closing."

    On page 59,  line 2,  after  the  word  "improvements",  insert  "(excluding
structural changes or improvements which Landlord is responsible for pursuant to
Section 10 01)".

     On page S9,  line 11,  after the word  "discretion",  delete the period and
insert provided,  however,  that Tenant may use and store such substances in the
leased  premises  as are  normally  and  customarily  used by retail  commercial
establisliments  (i.e., ink, ink removers and cleansers) if such use and storage
is in compliance with all laws and governmental regulations regarding the same."

     On page 59, line 18,  after the word  "outs",  delete the period and insert
"or where the  merchandise  has been  returned  more than thirty (30) days after
purchase or has been worn or is damaged."

     On page S9, line 31, in place of the deleted  language,  insert "three feet
(3')".

     On page 59, line 41,  after the  sentence  ending with the word  "require",
insert "The rates charged by such  contractors  shall be competitive  with those
charged by other pest  extermination  contractors doing business in the vicinity
of the Shopping Center."

     Section  7.03:  On page SlO,  line 12, after the word  "date.",  delete the
period and insert o' nor shall this  Section  apply to stores which are both (i)
operated  under a trade name which is not the same or similar to that  permitted
hereunder and (ii) are not selling merchandise under any of the same label(s) as
sold at the leased premises.

Section 7.05:  On page SIO,  line 34,  after the  sentence  ending with the word
     "require",   insert  "The  rates  charged  by  such  contractors  shall  be
     competitive  with those charged by other solid waste  disposal  contractors
     doing business in the vicinity of the Shopping Center."
<PAGE>
     Section 8.02: On page SIO,  line 49, after the word  "development",  insert
"if not for the  exclusive  use of a  single  occupant  of the  regional  retail
development"

     On page SlO, line 59, after the word "areas",  insert "serving the Shopping
Center"

     On page S1l, line 6, after the word "areas", insert "provided a reasonable

     [UNREADABLE]

     On page 513, line 11, after the word "repair"  delete the period and insert
reasonable wear and tear and damage by casualty excepted

     Section  10.02(c):On  page 513,  line 16, in place of the  deleted  number,
insert "twenty (20)"

     Section10.02(d):On page 513, line 30, after the word "Landlord", delete the
period and insert  provided  such changes are required by  Landlord's  insurance
carrier  as a  result  of  Tenant's  particular  manner  of use  of  the  leased
premises."

     Section10.02(2):On  page 513, line 61, after the word "may,'t, insert "upon
five (5) days  notice to Tenant  (except in the event of an  emergency  in which
event no notice shall be required)".

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     On page S13, line 63, in place of the deleted language, insert "further".

     Section 11.01(a):  On page 514, line 12, after the word "risk",  insert "(i
e.," special form")"


     On page 514, line 18, after the word "amounts", insert "reasonably".

     On page S~, line 27, after the word "hereof",  delete the period and insert
", up to a maximum amount of Three Million Dollars ($3,000,000)."

     On page S14,  line 27, in place of the  deleted  language,  insert "(x) Ten
Thousand and 00/lOOths Dollars  ($10,000.00) if Tenant shall have a net worth of
less than Five Million Dollars  ($5,000,000) and (y) a coinmercially  reasonable
amount which satisfies the written requirements of Landlord's mortgagee, so long
as such  requirements  are consistent with industry  standards,  if Tenant shall
have a net worth of over Five Million Dollars ($5,000,000)."

     Section  11.01(1)):On  page  514,  line 31,  after the word  "and",  insert
"reasonably".

     On page 514,  line 32,  after the word  "blanket",  insert ",  umbrella  or
excess liability".

     Section  11.01(c):  On page 514, line 54, after the number  "(iv)",  insert
"with  respect  to  the  insurance   required  under  subpart  (ii)  of  Section
11.01(a),".

     Section  11.02(a):  On page 515, line 29, in place of the deleted language,
insert "installments"

     On page SiS, line 30, after the  "11.02.",  delete the period and insert ",
or promptly  refunded  to Teriant if  Landlord  is holding any excess  following
expiration of the lease term."

     Section  11.02(c):  On page 515,  line 44,  after  "11.02.",  insert  "Upon
Tenant's  request,  but no more often than once per lease year,  Landlord  shall
advise  Tenant of the coverages  and  deductible  amounts then in effect for the
insurance carried under subsections (a) and (1,) of this Section."

     Section  11.03:  On page 515, line 46, after the word  "HARMLESS.",  insert
"After the initial  entry by Tenant (or its agents,  employees,  contractors  or
representatives) into the leased premises,

     On page S15,  line 54, after the word  "customers",  insert "(to the extent
the acts or omissions of the customer took place within the leased premises)".

     On page S15, line 56, after the word "the", insert "exclusive".

     On page SiS,  line 56, after the word "and",  insert  "(while being used by
Tenant)".

     At the end of the Section.  insert "Landlord covenants to indemnify Tenant.
and save it harmless (except for loss or damage resulting from the negligence of
Tenant,  its  agents,  employees  or  contractors)  from and against any and all
claims, actions, damages,  liability and expense,  including attorneys' fees, in
connection with loss of life,  personal injury and/or damage to property arising
from or out of any occurrence (other than any occurrence  caused by Tenant,  its
agents, employees or contractors or arising in connection with Tenant's business
operations) in the common areas of the Shopping Center

     Section 12.01~): On page S17, line 41, after the word "maximum",  insert (i
e, without regard to discounts such as volume consumption or energy conservation
discounts)".

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"
<PAGE>
     Section 13.04 (30)" On page S18,  line 41, in place of the deleted  amount,
insert "Fifty and O() Ii)()ih~ Dollars ($50 00)

     Section 14.01: On page S18, line 61, after the word "Exchange",  and within
the parenthetic~l insert "or a NASDAQ member stock exchange"

     At the end of the Section, insert the following new paragraphs

     "Notwithstanding  the  provisions  of this  Section 14 Ol to the  contrary,
Landlord  shall not  witlihold  its  consent to an  assignment  of this Lease by
Tenant (by merger,  consolidation  or otherwise)  (A) to another entity to which
Tenant (and Tenant's Guarantor [if an~) shall  simultaneously he transferring at
least  twenty-five  (25)  stores  or (B) in  connection  with  a  transfer  of a
controlling  interest  in Tenant's  stock where  Tenant  (which  shall,  for the
purposes of the  application of the provisions of this paragraph be deemed to be
the 'assignee' in connection with any such transfer of a controlling interest in
its stock) shall continue to own at least twenty-five (25) stores, provided that
in either of such  events (A) or (B):  (1) Tenant  shall not at the time of such
assignment  be in default under any of the terms,  covenants  and  conditions of
this Lease,  (2) such assignee  shall, as of the date  immediately  prior to the
effective date of the assignment,  have a net worth (1)ased on assets  contained
within the United  States)  equal to or greater  than the  combined net worth of
Tenant and Tenant's  Guarantor (if any) as of the date of Tenant's  execution of
this Lease or as of the date  immediately  preceding the effective  date of such
transfer.  whichever of such net worth amounts  shall be the greater,  but in no
event less than Ten Million Dollars ($10,000,000), (3) such assignee shall agree
in writing to perform all of the unperformed terms. covenants and condinons

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
of this Lease (whether accruing prior to, on, or after the effective date of the
assignment),  (4)  Tenant  and  Tenant's  Guarantor  (if any) shall at all times
remain  primarily  obligated  for the  performance  of the terms,  covenants and
conditions  of this Lease,  (5) the assignee  shall  deposit with Landlord a sum
equal to four (4) months' minimum rent (at the then current rate) which Landlord
may apply against any monetary  obligations of Tenant which are not satisfied as
of the effective date of the  assignment  (any portion of such sum which has not
been so applied within fourteen (14) months  following the effective date of the
assignment shall be promptly returned to the assignee),  (6) such assignee shall
have  demonstrated  experience  in the  operation of stores  similar to the type
operated by Tenant in the leased  premises and shall prior to the effective date
of the  assignment  be  operating  at least  twenty~five  (25)  such  stores  or
representatives  of Tenant's then  management  team remain involved for at least
two (2) years,  and (7) no later than  thirty  (30) days prior to the  effective
date of the  assignment,  Tenant shall have  supplied  Landlord with all back-up
information  reasonably  required  by  Landlord  to  establish  that  all of the
foregoing conditions have been satisfied.  Notwithstanding the foregoing, in the
event the above conditions for assignment are satisfied,  if Landlord's managing
agent  shall  be The  Taubman  Company  or any  of its  affiliates  or if any of
Landlord's current partners (or entities  controlled by such partners) shall own
an  interest in Landlord at the time of such  assignment,  then  Landlord  shall
nonetheless  have the option of terminating  this Lease provided  Landlord shall
release Tenant from all obligations and liabilities accruing after the effective
date of termination if Tenant shall have timely vacated and delivered the leased
premises to Landlord in the condition  required herein;  provided Landlord shall
not have such

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
right to terminate this Lease if Tenant, in the event of an assignment  pursuant
to clause (A) above, shall  simultaneously be transferring (to the same assignee
as Tenant shall be transferring this Lease) all of its stores (including, in any
event,  at least  thirty-five  [3~  stores)  or, in the  event of an  assignment
pursuant  to clause (B) above,  Tenant  shall  continue to own all of the stores
owned by Tenant immediately preceding such assignment (including,  in any event,
at least thirty-five [35] stores).  Such option to terminate may be exercised by
Landlord  during the period  ninety (90) days  following  Landlord's  receipi of
Tenant's  notice  of  the  proposed   assignment  and  receipt  of  all  back-up
information requested b~ Landlord in connection therewith.  Any such termination
shall be effective upon not less than ninety (9()) days notice from Landlord.

     Further,  notwithstanding  the  foregoing,  an  assignment of this Lease to
Tenant' ~ parent  corporation  or to a wholly owned  subsidiary  corporation  of
Tenant  or of  Tenant's  parent  corporation  shall be  permitted  provided  the
foregoing conditions (1), (3) and (4) shall be satisfied

     Further,  notwithstanding  the foregoing,  so long as the stock of Tenant's
parent  corporation is traded on the New York Stock Exchange or on the Atnerican
Stock Exchange or a NASDAQ member stock exchange,  then a merger,  consolidation
or other reorganization of Tenant's parent corporation, or the sale, issuance or
transfer of any voting capital stock of Tenant's parent  corporation,  shall not
result in a prohibited assignment hereunder."

     Section  16.01:  On page S19,  line 52, after the sentence  ending with the
word  "premises",  insert  "Notwithstanding  the  foregoing,  Landlord shall not
unreasonably  withhold its  approval of Tenant's  changing its trade name to the
name to which all of the other

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     Toys International stores are changed,

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"

     Tenant shall pay to Landlord the actual cost of changing  directory signage
in the Shopping Center resulting from the change in trade name."

     Section 16.03(1)): On page S20, line 28, after the word "thereof.",  insert
"Tenant's  obligations  under  this  subsection  16.03(1,)  as a  member  of the
Merchant's  Association  shall be in lieu of (and not in addition  to)  Tenant's
obligations  under  subsection  16.03(a).  In no event  shall  Tenant's  moneta~
obligations  under this  subsection  exceed the amounts  referenced  in the last
three (3) sentences of this subsection."

     Section  17.01:  On page S20, line 63, after the word '~rent",  insert "and
charges payable under Section 16.03 of this Lease".

     On page 521, line 5, in place of the deleted  language,  insert  "ninetieth
(90th)"

     On page S21, line 11, after the sentence  ending with the word  "Landlord",
insert "In no event shall Tenant be obligated to undertake  work  equivalent  to
Landlord's Work in the leased premises

     On page S21,  line 22,  after the word  "repair",  insert "of  improvements
(excluding items of Landlord's Work)".

     On page S21, line 29, after the word "equipment.", insert "In the event the
leased  premises are repaired  pursuant to the provisions of this Section 17.01,
Landlord  shall make all necessary  repairs to items of  Landlord's  Work in the
leased premises which were damaged or destroyed

     At the end of the Section,  insert "Landlord shall not terminate this Lease
pursuant  to the  provisions  of  subparts  (i) or (iii)  above  unless  it also
terminates  the  leases of at least  fifty  percent  (50%) of the other  tenants
occupying Tenant's floor in Tenant's building Notwithstanding anything contained
in this Lease to the contrary,  if more than  twenty-five  percent (25 %) of the
floor area of the leased  premises is destroyed by casualty not insured  against
by  Landlord  pursuant  to Sections 8 03 or 11.02,  and  Landlord  elects not to
terminate this Lease  pursuant to the  provisions of this Section,  yet requires
Tenant to repair such damage,  then within thirty (30) days following  notice of
such situation,  Tenant may terminate this Lease upon thirty (30) days notice to
Landlord.  Landlord agrees to notify Tenant as to Landlord's election of whether
to rebuild or terminate within ninety (90) days after the occurrence.  If during
the last two (2) years of the term hereof more than twenty-five percent (25%) of
the leased  premises  shall be damaged or destroyed  by fire or other  casualty,
then  Tenant  may elect to  terminate  this  Lease by giving  written  notice to
Landlord of its election to so terminate,  such notice to be given within ninety
(90) days after the occurrence of such damage or destruction."

     Section  17.02:  On page S21,  line 42, in place of the  deleted  language,
insert "Notwithstanding anything contained in this Lease to the contrary, each".

     At the end of the  Section,  insert  "The  insurance  carried  by  Landlord
pursuant to Section  11.02 (or  Section  8.03 if the last two (2)  sentences  of
subsection 11 02(c) apply) shall contain a waiver by the insurer of any right of
subrogation  against  Tenant.  With  respect  to damage to the  Shopping  Center
buildings  and  improvements  caused by Tenant,  Tenant's  liability to Landlord
shall be computed as if Landlord  shall have been  insuring the Shopping  Center
buildings and  improvements at full  replacement  cost (and shall have recovered
full  replacement  cost less  deductibles)  with  deductibles no higher than the
greater of (x) those  generally in effect at other enclosed first class regional
shopping centers in the State or (y) commercially reasonable amounts."

     Section  19.01.  On page S22,  line 34, in place of the  deleted  language,
insert ~within ten (10) days following notice that same are".

     On page  S22,  line  35,  after  the word  "perform".  insert  "~eyond  any
applicable cure period)".

     On page S22, line 38, after the word "default", insert "('Cross Default')"

     On page S22, line 47, in place of the deleted language, insert "delivered"

     On page S22, line 47, after the word  "Tenant".  insert "(which thirty (30)
day period shall be extended for an additional reasonable period if same can not
be cured within  thirty (30) days but Tenant shall have  promptly  commenced the
cure and shall be diligently pursuing the cure to completion)".

     foregoing,  the Cross Default provisions of subpart 19.01(a)(2) above shall
not apply to defaults  under  other  leases  unless the default  under the other
lease(s) was (i) monetary in nature, or (ii) due to a failure to construct, open
or  continuously  operate;  or  (iii)  due  to a  violation  of  the  assignment
restrictions, or (iv) due to a violation of the permitted use provisions.'.

     On page  S22,  line 60,  in place of the first  deletion,  insert  "one (1)
day's"

     On page 522, line 60, in place of the second deletion, insert "but without"

     On page 522, line 63, in place of the first deletion, insert "the same".

     On page 522, line 63, in place of the deleted number, insert "three (3)"

     On page S22, line 65, after the word "default", insert "of the same kind".

     On page 522, line 65, in place of the deleted language, insert "such twelve
(12) month period".

     On page S23, line 18, after the word "shall", insert "then"

     Section  19.02'  On page  S23,  line  30,  after  the  word  "any",  insert
"necessary"

     On page 523, line 43, after the word "term", insert "(discounted to present
value based upon an interest rate of six percent [6%] per annum)".

    On page S23, line 48, after the sentence  ending with the word  "liability",
insert  "Landlord  agrees to attempt to mitigate by using good faith  efforts to
relet the leased premises,  but in no event shall Landlord be obligated to lease
the leased  premises in any manner  which is not in keeping with the caliber and
quality of the  Shopping  Center and the  tenant-mix  therein (as  determmed  by
Landlord)  or to give  preference  to  leasing  the leased  premises  over other
available space in the Shopping Center

     Section  19.03:  On page  S23,  line 57, in place of the  second  deletion,
insert "the prevailing party shall recover from the other party".

     Section  19.04:  On  page  S24,  line  1,  after  the  word  "any",  insert
"non-compulsory"

     Section  20.03:  On page 524,  line 33, in place of the  deleted  language,
insert "sixty (60)".

     Section 21.01: On page S25, line 25, after the word "right", insert ", upon
three (3) days written  notice to Tenant (except in the event of an emergency in
which event no notice shall be required)"

     At the end of the  Section,  insert "In  exercising  its rights  under this
Section, Landlord shall use reasonable efforts to minimize any interference with
the operation of Tenant's business. In the event Landlord shall enter the leased
premises  under  non-emergency  situations  in  order  to  perform  alterations,
improvements, additions or repairs to other portions of the Shopping Center, and
the same are not  necessitated by Tenant's act, neglect or breach of this Lease,
and as a result  thereof  Tenant cannot  operate its business and in fact closes
the entire premises to the public, and if such closing continues for a period of
seventy4wo  (72)  hours  or more,  Landlord  agrees  that  from  and  after  the
expiration of such  seventy-two  (72) hour period,  minimum rent shall be abated
until such time as the  condition  giving  rise to the Tenant  closing  has been
corrected at which time Tenant shall resume the payments."

     Section  22.01:  On  page  S25,  line  52,  after  the  word  "as",  insert
"reasonably"

     Section  23.01:  On page  S26,  line 4, in place of the  deleted  language,
insert "one-ninth (1/9th)"

     Section  23.02:  On page  S26,  line  16,  after  the  word  "any",  insert
"unpermitted".

     Section 25.02: On page S26, line 44, after the word "shall", insert "not".

    On page S26, line 44, in place of the deleted  language,  insert "or against
Landlord as a matter of law."

     Section 26.01:  At the end of the Section,  insert  "Landlord  acknowledges
that there is no  security  deposit due upon the  inception  of the term of this
Lease and that the  security  deposit  provisions  of this Lease apply solely in
connection with Article XX of this Lease."

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     Section  27.04'  On page  S28,  line 8, in place of the  deleted  language.
insert "To the ~xtent  Tenant has  access to the  leased  premises  through  the
Shopping Center, the"

     On page S28,  line 14,  after  the word  "Lease",  insert ",  except to the
extent the leased premises are rendered untenantable".

     Section 27.05: On page S28, line 19, after the word "receipt", insert ", or
refusal of receipt"

     On page S28, line 20, in place of the first deletion,  insert  "shall".  On
page S28,  line 20, in place of the  second  deletion,  insert  "return  receipt
requested, postage prepaid".

     On page S28, line 22. in place of the second  deletion.  insert "receipt or
refusal of receipt by".

     On page S28, line 26, after the word "Lease", insert "Attention President"

     On page S28, line 28, in place of the deleted language, insert "an"

     At the  end of the  Section,  insert  "Notwithstanding  anything  contained
above,  Landlord and Tenant may send notice with a reliable air courier service,
marked and prepaid for overnight delivery, and such notice shall be deemed given
one (1) day following deposit with such air courier."

     Section  27.09:  At the end of the Section,  insert "So long as Tenant is a
publicly  traded  company,  Tenant  shall  be  deemed  in  compliance  with  the
provisions  of this  Section  upon the  furnishing  to Landlord of a copy of its
published annual and quarterly reports."

     Section 27.10: At the end of the Section,  insert "In exercising its rights
under this  Section,  Landlord  shall use  reasonable  efforts to  minimize  any
interference with the operation of Tenant's business."

     Section 27.12(a): At the end of the Subsection,  insert "Within thirty (30)
days following delivery of possession,  Tenant's architect shall be permitted to
confirm Landlord's  measurement of the floor area of the leased premises; in the
event of a disagreement  between  Landlord's  architect and Tenant's  architect,
both  architects  shall  choose  a  third  (3rd)  independent   architect  whose
measurement  shall be final and binding.  Followin any such  determination,  the
floor area of the leased  premises  shall be  adjusted  to conform to the actual
floor area, but there shall be no adjustment in minimum rent or percentage rent

     Section  27.12~):  On page S29,  line 20, in place of the  deleted  number,
insert "25,000"

     On page S29, line 20, after the word "more",  insert "of  contiguous (i e ,
not totally separated by demising walls) floor area".

     Section 27.16:  On page S30, line 7, after the word  "irrevocable",  delete
the period and insert "for a period of thirty (30) days;  thereafter  Tenant may
revoke its execution prior to Landlord's  execution upon five (5) days notice to
Landlord."

     Section 27.19: On page S30, line 31, after the word "Lease", insert "beyond
any applicable grace or cure period expressly set forth herein".

     Section 27.21: On page S30, line 49, after the word  "entity.",  delete the
period and insert  "provided  Tenant may disclose the contents of this Lease (i)
to comply with any governmental orders, laws, rules or regulations applicable to
it or its principals,  (ii) to  professionals  assisting Tenant to so comply and
(iii) to any  potential  investors  in,  lenders to or  purchasers  of  Tenant's
business;  provided  however  Tenant  warrants  to  Landlord  that  all  of  the
individuals who, and entities which,  are recipients of such  information  shall
comply with the confidentiality provisions of this Section

Exhibit "B":

     Section  III.H.1.  On page 3, line 37,  after the word  "Landlord ", insert
"Notwithstanding  anything  contained  to the  contrary  in  this  Lease  or the
exhibits  hereto,  if within  fifteen  (15) days  after  Landlord  gives  Tenant
Landlord's  Notice of Availability  (as prc'\ ided in Section 5 02) and prior to
Tenant's  conimencement of any  construction in the leased premises,  (x) Tenant
gives Landlord written notice of any asbestos containing  materials (ACM) in the
leased  premises  which notice shall specify in detail the location,  nature and
quantity of the ACM in the leased premises, and (y) the ACM shall have been

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     installed  by Landlord,  and (z) the  applicable  governmental  authorities
require  the  removal  or  encapsulation  of the  ACM  in  connection  with  the
performance  of Tenant's  Work,  then Landlord  shall give Tenant written notice
("Landlord's ACM Notice") specifying whether or not Landlord elects to cause the
removal or encapsulation of the ACM. If Landlord elects to remove or encapsulate
such ACM then  the  commencement  date  set  forth  in the Data  Sheet  shall be
extended for the period from Landlord's ACM Notice through completion of removal
or  encapsulation.   If  Landlord  does  not  elect  to  cause  the  removal  or
encapsulation of such ACM as required by the applicable governmental authorities
in connection  with the  performance of Tenant's Work then Tenant shall have the
option to terminate this Lease, by and upon written notice delivered to Landlord
within five (5) days after Tenant's  receipt of Landlord's ACM Notice;  provided
however,  that Landlord may vitiate such termination by agreeing to so remove or
encapsulate  such ACM by  notice  sent to  Tenant  no later  than ten (10)  days
followmg   Landlord's   receipt  of  Tenant's  notice  of  termination.   Tenant
acknowledges  and agrees that  termination of this Lease as provided above shall
be Tenant's sole and exclusive remedy with respect to the presence of any ACM in
the leased  premises  and  agrees  not to bring or assert  any claim  whatsoever
against  Landlord  on account of the  presence  or  condition  of any ACM in the
leased premises.  If Landlord elect to remove or encapsulate such ACM,  Landlord
shall  not be  responsible  for any  ACM  installed  by  Landlord  which  is not
identified  by Tenant in Tenant's  notice to Landlord  and in no event shall the
existence  of any  ACM  be  deemed  to be a  defect  (latent  or  otherwise)  in
Landlord's Work, it being understood that, except as otherwise herein set forth,
Tenant   accepts  the  leased   premises  in  an  "as  is"   condition   without
representation by Landlord, or any person or entity on behalf of Landlord, as to
the  condition  thereof  Tenant shall  disclose the existence of any ACM only to
Landlord,  its agents and  representatives and shall otherwise keep confidential
any information obtained regarding ACM in the leased premises.

     On  page 3 of 11,  line  41,  in  place  of the  deleted  language,  insert
"asbestos containing".

     On page 3 of 11, line 43, after the word "All", insert "such"

     Section Iv.C.: On page 4 of 11, line 51, after the "a.", insert "Subject to
the provisions of Section 1.01(0) ofthe Rider to the Lease,".

     Section  V:  On  page  6  of  11,  line  62,  after  the  comma  after  the
parenthetical ending with the word "completion", insert "Landlord shall have the
right to require".

     On page 6 of 11, line 64,  after the word  "notices",  insert  "(other than
notices of default or notices of failure of performance)".

     Section v'.A.1:  On page 8 of 11, line 7, in place of the deleted language,
insert "in time to open by the required operling date set forth in the Lease".

     Section Vl.B.5: On page 8 of 11, line 58, in place of the deleted language,
insert "sixty (60)"

     On page 8 of 11, line 58, after the word "after", insert "written".

     On page 8 of 11,  line 61, in place of the  deleted  language,  insert "one
hundred twenty (120)"

     On page 8 of 11, line 61, after the word "Landlord's", insert "written"

     On page 8 of 11,  line 63,  after the word  "Tenant",  insert  ";  provided
however,  if such one  hundred  twenty  (120) day period  would  expire  between
October 14th and the next February 15th, its expiration shall be extended to the
next June 15th"

     Section v'.D.2: On page 9 of 11, line 23, in place of the deleted language,
insert "give Landlord prior written notice of Tenant's readiness".

     Section  v'.D.3:  On page 9 of 11, line 49,  after the word  "contractors",
insert "reasonably"

     Section  v'.G.1.b.:  On page 10 of 11, line 35, after the word "expenses.",
insert "The charge to Tenant under this  subparagraph  G. 1 .b. shall not exceed
Three Hundred and OOIlOOths Dollars ($300.00)."

     Section  v'.F.1:  On page 10 of 11, line 37,  after the word "the",  insert
"date thirty (30) days following the".

     [End of text of the Rider; signature and acknowledgment pages appear at end
of Data Sheet on the pages immediately preceding the Addendum.]

     foregoing,  the Cross Default provisions of subpart 19.01(a)(2) above shall
not apply to defaults  under  other  leases  unless the default  under the other
lease(s) was (i) monetary in nature, or (ii) due to a failure to construct, open
or  continuously  operate;  or  (iii)  due  to a  violation  of  the  assignment
restrictions, or (iv) due to a violation of the permitted use provisions.'.

     On page  S22,  line 60,  in place of the first  deletion,  insert  "one (1)
day's"

     On page 522, line 60, in place of the second deletion, insert "but without"

     On page 522, line 63, in place of the first deletion, insert "the same".

     On page 522, line 63, in place of the deleted number, insert "three (3)"

     On page S22, line 65, after the word "default", insert "of the same kind".

     On page 522, line 65, in place of the deleted language, insert "such twelve
(12) month period".

     On page S23, line 18, after the word "shall", insert "then"

     Section  19.02'  On page  S23,  line  30,  after  the  word  "any",  insert
"necessary"

     On page 523, line 43, after the word "term", insert "(discounted to present
value based upon an interest rate of six percent [6%] per annum)".

     On page S23, line 48, after the sentence ending with the word  "liability",
insert  "Landlord  agrees to attempt to mitigate by using good faith  efforts to
relet the leased premises,  but in no event shall Landlord be obligated to lease
the leased  premises in any manner  which is not in keeping with the caliber and
quality of the  Shopping  Center and the  tenant-mix  therein (as  determmed  by
Landlord)  or to give  preference  to  leasing  the leased  premises  over other
available space in the Shopping Center

     Section  19.03:  On page  S23,  line 57, in place of the  second  deletion,
insert "the prevailing party shall recover from the other party".

     Section  19.04:  On  page  S24,  line  1,  after  the  word  "any",  insert
"non-compulsory"

     Section  20.03:  On page 524,  line 33, in place of the  deleted  language,
insert "sixty (60)".

     Section 21.01: On page S25, line 25, after the word "right", insert ", upon
three (3) days written  notice to Tenant (except in the event of an emergency in
which event no notice shall be required)"

     At the end of the  Section,  insert "In  exercising  its rights  under this
Section, Landlord shall use reasonable efforts to minimize any interference with
the operation of Tenant's business. In the event Landlord shall enter the leased
premises  under  non-emergency  situations  in  order  to  perform  alterations,
improvements, additions or repairs to other portions of the Shopping Center, and
the same are not  necessitated by Tenant's act, neglect or breach of this Lease,
and as a result  thereof  Tenant cannot  operate its business and in fact closes
the entire premises to the public, and if such closing continues for a period of
seventy4wo  (72)  hours  or more,  Landlord  agrees  that  from  and  after  the
expiration of such  seventy-two  (72) hour period,  minimum rent shall be abated
until such time as the  condition  giving  rise to the Tenant  closing  has been
corrected at which time Tenant shall resume the payments."

     Section  22.01:  On  page  S25,  line  52,  after  the  word  "as",  insert
"reasonably"

     Section  23.01:  On page  S26,  line 4, in place of the  deleted  language,
insert "one-ninth (1/9th)"

     Section  23.02:  On page  S26,  line  16,  after  the  word  "any",  insert
"unpermitted".

     Section 25.02: On page S26, line 44, after the word "shall", insert "not".

     On page S26, line 44, in place of the deleted language,  insert "or against
Landlord as a matter of law."

     Section 26.01:  At the end of the Section,  insert  "Landlord  acknowledges
that there is no  security  deposit due upon the  inception  of the term of this
Lease and that the  security  deposit  provisions  of this Lease apply solely in
connection with Article XX of this Lease."

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     Section  27.04'  On page  S28,  line 8, in place of the  deleted  language.
insert "To the ~xtent  Tenant has  access to the  leased  premises  through  the
Shopping Center, the"

     On page S28,  line 14,  after  the word  "Lease",  insert ",  except to the
extent the leased premises are rendered untenantable".

     Section 27.05: On page S28, line 19, after the word "receipt", insert ", or
refusal of receipt"

     On page S28, line 20, in place of the first deletion,  insert  "shall".  On
page S28,  line 20, in place of the  second  deletion,  insert  "return  receipt
requested, postage prepaid".

     On page S28, line 22. in place of the second  deletion.  insert "receipt or
refusal of receipt by".

     On page S28, line 26, after the word "Lease", insert "Attention President"

     On page S28, line 28, in place of the deleted language, insert "an"

     At the  end of the  Section,  insert  "Notwithstanding  anything  contained
above,  Landlord and Tenant may send notice with a reliable air courier service,
marked and prepaid for overnight delivery, and such notice shall be deemed given
one (1) day following deposit with such air courier."

     Section  27.09:  At the end of the Section,  insert "So long as Tenant is a
publicly  traded  company,  Tenant  shall  be  deemed  in  compliance  with  the
provisions  of this  Section  upon the  furnishing  to Landlord of a copy of its
published annual and quarterly reports."

     Section 27.10: At the end of the Section,  insert "In exercising its rights
under this  Section,  Landlord  shall use  reasonable  efforts to  minimize  any
interference with the operation of Tenant's business."

     Section 27.12(a): At the end of the Subsection,  insert "Within thirty (30)
days following delivery of possession,  Tenant's architect shall be permitted to
confirm Landlord's  measurement of the floor area of the leased premises; in the
event of a disagreement  between  Landlord's  architect and Tenant's  architect,
both  architects  shall  choose  a  third  (3rd)  independent   architect  whose
measurement  shall be final and binding.  Followin any such  determination,  the
floor area of the leased  premises  shall be  adjusted  to conform to the actual
floor area, but there shall be no adjustment in minimum rent or percentage rent

     Section  27.12~):  On page S29,  line 20, in place of the  deleted  number,
insert "25,000"

     On page S29, line 20, after the word "more",  insert "of  contiguous (i e ,
not totally separated by demising walls) floor area".

     Section 27.16:  On page S30, line 7, after the word  "irrevocable",  delete
the period and insert "for a period of thirty (30) days;  thereafter  Tenant may
revoke its execution prior to Landlord's  execution upon five (5) days notice to
Landlord."

     Section 27.19: On page S30, line 31, after the word "Lease", insert "beyond
any applicable grace or cure period expressly set forth herein".

     Section 27.21: On page S30, line 49, after the word  "entity.",  delete the
period and insert  "provided  Tenant may disclose the contents of this Lease (i)
to comply with any governmental orders, laws, rules or regulations applicable to
it or its principals,  (ii) to  professionals  assisting Tenant to so comply and
(iii) to any  potential  investors  in,  lenders to or  purchasers  of  Tenant's
business;  provided  however  Tenant  warrants  to  Landlord  that  all  of  the
individuals who, and entities which,  are recipients of such  information  shall
comply with the confidentiality provisions of this Section

Exhibit "B~~:

     Section  III.H.1.  On page 3, line 37,  after the word  "Landlord ", insert
"Notwithstanding  anything  contained  to the  contrary  in  this  Lease  or the
exhibits  hereto,  if within  fifteen  (15) days  after  Landlord  gives  Tenant
Landlord's  Notice of Availability  (as prc'\ ided in Section 5 02) and prior to
Tenant's  conimencement of any  construction in the leased premises,  (x) Tenant
gives Landlord written notice of any asbestos containing  materials (ACM) in the
leased  premises  which notice shall specify in detail the location,  nature and
quantity of the ACM in the leased premises, and (y) the ACM shall have been

     Section 13.01:On page S17, line 65, in place of the deleted number,  insert
"thirty (30)"


<PAGE>
     installed  by Landlord,  and (z) the  applicable  governmental  authorities
require  the  removal  or  encapsulation  of the  ACM  in  connection  with  the
performance  of Tenant's  Work,  then Landlord  shall give Tenant written notice
("Landlord's ACM Notice") specifying whether or not Landlord elects to cause the
removal or encapsulation of the ACM. If Landlord elects to remove or encapsulate
such ACM then  the  commencement  date  set  forth  in the Data  Sheet  shall be
extended for the period from Landlord's ACM Notice through completion of removal
or  encapsulation.   If  Landlord  does  not  elect  to  cause  the  removal  or
encapsulation of such ACM as required by the applicable governmental authorities
in connection  with the  performance of Tenant's Work then Tenant shall have the
option to terminate this Lease, by and upon written notice delivered to Landlord
within five (5) days after Tenant's  receipt of Landlord's ACM Notice;  provided
however,  that Landlord may vitiate such termination by agreeing to so remove or
encapsulate  such ACM by  notice  sent to  Tenant  no later  than ten (10)  days
followmg   Landlord's   receipt  of  Tenant's  notice  of  termination.   Tenant
acknowledges  and agrees that  termination of this Lease as provided above shall
be Tenant's sole and exclusive remedy with respect to the presence of any ACM in
the leased  premises  and  agrees  not to bring or assert  any claim  whatsoever
against  Landlord  on account of the  presence  or  condition  of any ACM in the
leased premises.  If Landlord elect to remove or encapsulate such ACM,  Landlord
shall  not be  responsible  for any  ACM  installed  by  Landlord  which  is not
identified  by Tenant in Tenant's  notice to Landlord  and in no event shall the
existence  of any  ACM  be  deemed  to be a  defect  (latent  or  otherwise)  in
Landlord's Work, it being understood that, except as otherwise herein set forth,
Tenant   accepts  the  leased   premises  in  an  "as  is"   condition   without
representation by Landlord, or any person or entity on behalf of Landlord, as to
the  condition  thereof  Tenant shall  disclose the existence of any ACM only to
Landlord,  its agents and  representatives and shall otherwise keep confidential
any information obtained regarding ACM in the leased premises.

     On  page 3 of 11,  line  41,  in  place  of the  deleted  language,  insert
"asbestos containing".

     On page 3 of 11, line 43, after the word "All", insert "such"

     Section Iv.C.: On page 4 of 11, line 51, after the "a.", insert "Subject to
the provisions of Section 1.01(0) ofthe Rider to the Lease,".

     Section  V:  On  page  6  of  11,  line  62,  after  the  comma  after  the
parenthetical ending with the word "completion", insert "Landlord shall have the
right to require".

     On page 6 of 11, line 64,  after the word  "notices",  insert  "(other than
notices of default or notices of failure of performance)".

     Section v'.A.1:  On page 8 of 11, line 7, in place of the deleted language,
insert "in time to open by the required operling date set forth in the Lease".

     Section Vl.B.5: On page 8 of 11, line 58, in place of the deleted language,
insert "sixty (60)"

     On page 8 of 11, line 58, after the word "after", insert "written".

     On page 8 of 11,  line 61, in place of the  deleted  language,  insert "one
hundred twenty (120)"

     On page 8 of 11, line 61, after the word "Landlord's", insert "written"

     On page 8 of 11,  line 63,  after the word  "Tenant",  insert  ";  provided
however,  if such one  hundred  twenty  (120) day period  would  expire  between
October 14th and the next February 15th, its expiration shall be extended to the
next June 15th"

     Section v'.D.2: On page 9 of 11, line 23, in place of the deleted language,
insert "give Landlord prior written notice of Tenant's readiness".

     Section  v'.D.3:  On page 9 of 11, line 49,  after the word  "contractors",
insert "reasonably"

     Section  v'.G.1.b.:  On page 10 of 11, line 35, after the word "expenses.",
insert "The charge to Tenant under this  subparagraph  G. 1 .b. shall not exceed
Three Hundred and OOIlOOths Dollars ($300.00)."

     Section  v'.F.1:  On page 10 of 11, line 37,  after the word "the",  insert
"date thirty (30) days following the".

     [End of text of the Rider; signature and acknowledgment pages appear at end
of Data Sheet on the pages immediately preceding the Addendum.]