Exhibit 10.125
                         Lease Agreement - Mission Viejo


                 COMPLETE WITH TENANT CHANGES TO EXECUTED LEASE
                                     2/17/99


                                      LEASE

                                 BY AND BETWEEN

                          MISSION VIEJO ASSOCIATES LP,

                        a California limited partnership

                                       AND

                               TOYS INTERNATIONAL

                            a California corporation




<PAGE>
                            Mission Viejo Mall LEASE

     THIS LEASE  made this  _________  day of  ________________________________,
19______,  by and between  MISSION VIEJO  ASSOCIATES LP, , a California  limited
partnership  ("Landlord"),  and TOYS  INTERNATIONAL,  a  California  corporation
("Tenant");

     WITNESSETH THAT, in  consideration  of the rents,  covenants and agreements
hereinafter set forth, such parties enter into the following agreement:

                                    ARTICLE I

                     BASIC LEASE INFORMATION AND DEFINITIONS

     Section 1.1. Basic Lease Information.

     This  Article  I is an  integral  part of this  Lease  and all of the terms
hereof are  incorporated  into this Lease in all  respects.  In  addition to the
other  provisions  which are  elsewhere  defined in this Lease,  the  following,
whenever used in this Lease, shall have the meanings set forth in this Section:

     Center:  Mission Viejo Mall,  situated in the City of Mission Viejo, County
of Orange, State of California.

     Premises:  Room 030.  Landlord  shall  have the  right to  change  the room
designation upon written notice to Tenant.

     Store Floor Area: Approximately 5,959 square feet.

     Lease Term:  Commencing on the  Commencement  Date and continuing until the
last day of January next following the end of the tenth (10th) Lease Year.

     Commencement  Date:  The  earlier  of (i) the date  the  Tenant  opens  for
business, or (ii) the Required Completion Date

     Required  Completion  Date:  The later of (i)  September 1, 1999,  (ii) the
grand  re-opening of the Center  including  the opening of  Nordstrom,  or (iii)
ninety (90) days after the last to occur of (a) Tenant's  receipt of  Landlord's
written  approval of Tenant's Plans,  provided Tenant has submitted the same for
Landlord's  review  within  fifteen (15) days of  execution  of this Lease,  (b)
receipt  of a fully  executed  copy of this  Lease,  (c)  receipt  of  necessary
government  permits and  approvals  required in order for Tenant to commence its
work in the  Premises,  provided  such  permits  are  promptly  applied  for and
diligently pursued by Tenant, and (d) the date Landlord has delivered possession
of the Premises to Tenant by notice to Tenant.

     Minimum  Annual  Rent:  A Minimum  Annual  Rent of One  Hundred  Fifty-Four
Thousand Nine Hundred Thirty-Four Dollars ($154,934.00) per annum (approximately
$26.00  per  square  foot  of  Store  Floor  Area),  payable  in  equal  monthly
installments,  in advance upon the first day of each and every month  commencing
upon the Commencement Date and continuing  thereafter  through and including the
last month of the second (2nd) Lease Year of the Lease Term; and

     A Minimum  Annual Rent of Two Hundred Two  Thousand Six Hundred Six Dollars
($202,606.00)  per annum  (approximately  $34.00 per square  foot of Store Floor
Area), payable in equal monthly  installments,  in advance upon the first day of
each and every  month  commencing  upon the third  (3rd) Lease Year of the Lease
Term and continuing thereafter through and including the last month of the fifth
(5th) Lease Year of the Lease Term; and

     A Minimum  Annual Rent of Two Hundred  Thirty-Eight  Thousand Three Hundred
Sixty Dollars  ($238,360.00) per annum (approximately  $40.00 per square foot of

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Store Floor Area),  payable in equal monthly  installments,  in advance upon the
first day of each and every month  commencing upon the sixth (6th) Lease Year of
the Lease Term and continuing thereafter through and including the last month of
the Lease Term.

     Percentage Rent Rate: Six percent (6%).

     Sales Breakpoint:$2,000,000.00 per annum from the Commencement Date through
and including the expiration of the second (2nd) Lease Year;  and  $2,800,000.00
per annum for the Lease Years third (3rd) through fifth  (5th)Lease  Years;  and
$3,400,000.00  per annum for each Lease Year during the  remainder  of the Lease
Term (prorated for any Partial Lease Year).

     Taxes: Calculated as set forth in Section 4.5.

     Common Area Maintenance: Calculated as set forth in Section 6.2.

     Trade Name: TOYS INTERNATIONAL.

     Permitted Use: The Premises shall be occupied and used by Tenant solely for
the  purpose of  conducting  therein  the  business  of the retail sale of toys,
better quality collectibles,  hobbies, arts and crafts, children's books, dolls,
model kits,  child-oriented  games,  child-oriented  video and audio  cassettes,
child-oriented  computer  software,  sporting  goods and such other items as are
typically  displayed in toy stores located within first class regional  shopping
centers and Tenant shall not use or permit or suffer the use of the Premises for
any other business or purpose.

     Insurance  Charge:  Thirty cents  (30(cent)) per square foot of Store Floor
Area per annum, subject to adjustment as set forth herein (Section 11.1).

     Promotional Fund Fixed Contribution:  the greater of $1,000.00 or $1.00 per
square foot of Store Floor Area per annum,  subject to  adjustment  as set forth
herein (Section 14.1).

     Media Fund  Charge:  the greater of  $1,000.00  or $1.00 per square foot of
Store Floor Area per annum,  subject to adjustment as set forth herein  (Section
14.3).

     Notice Address:

Landlord MISSION VIEJO ASSOCIATES LP,
c/o M.S. Management Associates Inc.
National City Center
115 W. Washington
Indianapolis, Indiana 46204

Tenant TOYS INTERNATIONAL 550 Rancheros Drive
San Marcos, California 92069 Attention: President

     Section 1.2. Definitions.

     (a) "Center"  shall mean, as the same may be changed from time to time, the
land and  buildings and other  improvements  from time to time  constituting  an
integrated  shopping center which Landlord and others have constructed or caused
to be constructed.

     (b) "Landlord's Tract" shall mean that portion (or portions) of the land in
the Center and the buildings and other improvements thereon which at any time in
question Landlord owns or which Landlord leases as tenant under a sale leaseback
or under a ground lease or sublease,  it being  understood that Landlord may not
own or control portions of the Center.  Subject to Article V, Landlord  reserves

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unto itself the unlimited right to modify the  configuration of Landlord's Tract
at any time for the purpose of incorporating  additional Major Tenants and other
buildings within the Center.

                                   ARTICLE II

                            LEASED PREMISES AND TERM

     Section 2.1. Leased Premises.

     Landlord  hereby leases to Tenant and Tenant hereby rents from Landlord the
Premises as  crosshatched on Exhibit "A". The Store Floor Area shall be measured
to the center line of all party or adjacent  tenant walls, to the exterior faces
of all other walls and to the building line where there is no wall.  The parties
agree  that  Landlord's  determination  of the Store  Floor Area shall be final,
binding and  conclusive.  Either party shall have the right to re-measure  Store
Floor Area and effectuate the adjustment of Minimum Monthly Rent provided for in
Section 4.1.

     Section 2.2. Roof and Walls.

     Landlord  shall  have  the  exclusive  right  to use all or any part of the
exterior  of the  side  and  rear  walls  of the  Premises  and the roof for any
purpose,  including but not limited to erecting signs or other  structures on or
over all or any part of the  same,  erecting  scaffolds  and  other  aids to the
construction and installation of the same, and installing,  maintaining,  using,
repairing and replacing pipes, ducts,  conduits and wires leading through, to or
from the  non-sales  areas of the Premises and serving other parts of the Center
in  locations  which  do  not  materially  interfere  with  Tenant's  use of the
Premises.  Tenant  shall have no right  whatsoever  in the  exterior of exterior
walls of the  Premises  or the roof or any  portion  of the Center  outside  the
Premises, except as provided in Exhibit "B" hereof.

     Section 2.3. Lease Term.

     The term of this Lease  (hereinafter  called "Lease  Term") shall  commence
upon the  Commencement  Date and shall thereafter end on the last day of January
next  following  the number of Lease Years set forth in Article I unless  sooner
terminated as herein provided.

     Notwithstanding  anything to the contrary  contained in this Lease,  in the
event  Landlord has not  delivered  possession  of the Premises to Tenant,  with
Landlord's  Work  completed,  on or before August 1, 1999, the expiration of the
ninety (90) day period  referred to in Section 1.1(f) shall be postponed to June
1, 2000.

     Section 2.4. Lease Year Defined.

     "Lease  Year," as used  herein,  means a period of twelve (12)  consecutive
months  during the Lease  Term,  the first full  Lease  Year  commencing  on the
Commencement Date and continuing  through the twelfth (12th) full calendar month
occurring on or after the  Commencement  Date.  "Partial  Lease Year" means that
portion of the Lease Term  prior to the first full Lease Year or  following  the
last full Lease Year.

     Notwithstanding  the foregoing,  in the event the Commencement  Date occurs
during the period  from and  including  December 2, 1999  through and  including
December 24, 1999, then the first Lease Year shall commence on the  Commencement
Date and end on November 30, 2000.

     Section 2.5. Relocation of Premises. INTENTIONALLY DELETED.


<PAGE>

     Section 2.6. Modifications to the Center.

     Notwithstanding  anything in this Lease  contained,  Landlord  reserves the
right to change or modify and add to or subtract from the size and dimensions of
the Center or any part thereof, the number, location and dimensions of buildings
and stores,  the size and configuration of the parking areas,  entrances,  exits
and parking aisle alignments,  dimensions of hallways,  malls and corridors, the
number of floors in any  building,  the  location,  size and number of  tenants'
spaces and kiosks which may be erected in or fronting on any mall or  otherwise,
the  identity,  type and  location of other  stores and  tenants,  and the size,
shape,  location and arrangement of Common Areas (hereinafter  defined),  and to
design and  decorate  any portion of the Center as it  desires,  but the general
character of the Center and the approximate location of the Premises in relation
to  the  Major  Tenants  (as  defined  in  Section  4.2  herein)  shall  not  be
substantially changed.

     Notwithstanding  anything to the contrary  contained  in this Lease,  in no
event  may any  changes  which  Landlord  makes to the  Center,  or any  portion
thereof,  have any materially adverse effect upon access to and/or visibility of
the Premises.  Landlord shall not install any kiosk, cart,  information board or
other  obstruction  to  visibility  or access in the area of the  enclosed  mall
concourse  directly  in  front  of the  Premises  and  bounded  by an  imaginary
elongation of the side lines of the Premises across the mall concourse.

     If at any time (a) Landlord is required by any laws,  ordinances,  rules or
regulations of any governmental  agency having  jurisdiction  over the Center to
provide  additional  parking in Landlord's  Tract,  or (b) Landlord  proposes to
increase the total  rentable  floor area within the Center  which would  require
additional parking in the Center,  Landlord may elect to provide such additional
parking by  constructing  deck or elevated or subterranean  parking  facilities,
hereinafter  referred  to as "Deck  Parking".  In the event  Landlord so elects,
Tenant  shall pay its  proportionate  share of the capital  expense of providing
such Deck  Parking.  Tenant's  proportionate  share shall be  determined  by (a)
multiplying  the total  capital  expense  of  providing  such Deck  Parking by a
fraction, the numerator of which is the Store Floor Area of the Premises and the
denominator  of which is the total  rentable  floor  area in  Landlord's  Tract,
either  existing,  or proposed by  Landlord,  as the case may be, at the time of
providing such Deck Parking;  and (b) multiplying the figure derived pursuant to
the foregoing subsection (a) by a fraction, the numerator of which is the number
of full calendar months  remaining in the term of the Lease, and the denominator
of which shall be the  greater of (i) the number of months  required to amortize
the permanent  financing  obtained by Landlord to finance the capital expense of
providing  such Deck Parking,  or (ii) fifteen (15) years.  Tenant shall pay its
proportionate  share of the capital  expense of  providing  such Deck Parking in
equal monthly installments commencing upon the date the Deck Parking is open for
public use and  continuing  thereafter on the first day of every  calendar month
during the  remaining  term hereof,  plus  interest  thereon at the rate of nine
percent (9%) per annum.

                                   ARTICLE III
                                  TENANT'S WORK

     Section 3.1.1. Landlord's Work.

     Landlord  shall  at its  expense  construct  the  Premises  in  substantial
accordance  with  plans  and  specifications  prepared  or  to  be  prepared  by
Landlord's  architect,  incorporating in such construction all work described in
Exhibit  "B"  hereto  as  being   required  by  Landlord   (hereinafter   called
("Landlord's Work").

     Section 3.1. Tenant's Work.


<PAGE>

     All work not provided  herein to be done by Landlord  shall be performed by
Tenant  (hereinafter  called  "Tenant's  Work") including but not limited to all
work designated as Tenant's Work in Exhibit "B," and Tenant shall do and perform
at its expense all Tenant's Work  diligently and promptly and in accordance with
the  following  provisions.  Tenant agrees to accept the Premises in its present
"as is"  condition  Notwithstanding  anything to the contrary  contained in this
Lease,  Tenant shall have the right without Landlord's consent to re-use any and
all improvements, fixtures and equipment existing in the Premises as of the date
of this Lease to the extent same are working,  in good repair and have  adequate
capacity and life.  Landlord agrees that no such  improvements,  fixtures and/or
equipment  shall be removed from the Premises prior to delivery of possession to
Tenant,  except to the extent removed by the previous tenant of the Premises (or
portion thereof) pursuant to its lease. In the event that prior to or during the
construction  of Tenant's Work any Hazardous  Material is found in the Premises,
Landlord shall,  at is sole cost,  remove same, such removal to be in accordance
with applicable laws and regulations, and the ninety (90) day period referred to
in the definition of "Commencement  Required  Completion Date" shall be extended
by the  number of days  Tenant is  delayed  by virtue of such work by  Landlord.
Further alterations of this room will be at the Tenant's sole expense and deemed
to be Tenant's  Work,  including,  but not limited  to, all work  designated  as
Tenant's  Work in Exhibit "B", and Tenant shall do and perform all Tenant's Work
diligently and promptly and in accordance with the following provisions.

     Section 3.2. Tenant's Obligations Before Commencement Date.

     As soon as reasonably possible hereafter,  Landlord shall deliver to Tenant
a drawing of the Premises and a copy of the Tenant Information  Handbook and the
same shall become a part hereof by this reference as Exhibit "B-1"  (hereinafter
referred to as  "Handbook").  On or before the later of (i) June 1, 1999 or (ii)
Within forty five (45) days after Tenant receives a fully executed  original the
date of this  Lease or the date of  receipt  of a drawing  of the  Premises  and
Tenant's  Handbook,  whichever is later,  Tenant will submit to Landlord one (1)
reproducible set (sepia) and 3 copies of plans and specifications, prepared by a
registered  architect  or engineer,  of all Tenant's  Work to be done within the
Premises  (hereinafter  called  "Tenant's  Plans"),  prepared in conformity with
Exhibit "B" and the Handbook.  Within thirty (30) days after receipt of Tenant's
Plans, Landlord shall notify Tenant of any failures of Tenant's Plans to conform
to Exhibit  "B," the Handbook or  otherwise  to meet with  Landlord's  approval.
Tenant  shall within  fifteen  (15) days after  receipt of any such notice cause
Tenant's  Plans to be revised to the extent  necessary to conform to Exhibit "B"
or the Handbook  obtain  Landlord's  approval  and  resubmitted  for  Landlord's
approval.  When  Landlord has approved the original or revised  Tenant's  Plans,
Landlord  shall  initial  and return one (1) set of approved  Tenant's  Plans to
Tenant  and the same shall  become a part  hereof by this  reference  as Exhibit
"B-2." Approval of plans and specifications by Landlord shall not constitute the
assumption of any  responsibility  by Landlord for their accuracy or sufficiency
or conformity  with  applicable laws (including but not limited to the Americans
with Disabilities Act of 1990 and the  Williams-Steiger  Occupational Safety and
Health  Act),  and  Tenant  shall  be  solely  responsible  for such  plans  and
specifications.  Tenant shall not commence any of Tenant's  Work until  Landlord
has approved Exhibit "B-2," unless prior Landlord  approval has been obtained in
writing.

     Notwithstanding  anything to the contrary  contained in the  Handbook,  (i)
Tenant  shall  not be  required  to make any plan  submissions  earlier  than as
required  pursuant to the terms and provisions of this Lease,  (ii) Tenant shall
not be  required  to post,  or to cause its  contractor  to post,  a payment  or
performance  bond or other  bond of any kind,  (iii)  Landlord  shall not have a
right of approval with respect to the identity of Tenant's  contractor(s),  (iv)
except for  Landlord's  right to approve plans and  specifications  for Tenant's
Work,  Landlord shall not have the right to design Tenant's store or any portion
thereof,  (v) Tenant shall not be required to pay Landlord for any item of work,

<PAGE>

installation or service,  or any other sum whatsoever,  that is not specifically
and  expressly  provided  for  (including  the amount  thereof) in the terms and
provisions  of this Lease,  (vi) Tenant shall not be required to include  within
Tenant's  Work any work not  specifically  required to be performed  pursuant to
this Lease,  (vii) there shall be no restriction on Tenant's use or placement of
fixtures,  signs,  advertisements,  notices or decals except as specifically set
forth in this Lease,  (viii) Tenant's obligation to use Landlord or a particular
contractor for the performance of any part of Tenant's Work is conditioned  upon
Landlord or such  contractor  charging a competitive fee for its work or service
and being  available to perform work or provide  materials to Tenant when needed
by Tenant,  (ix)  Tenant's  obligation to  incorporate  design  suggestions  and
comments of Landlord or its tenant  coordinator is limited to those  suggestions
and  comments  which are requried in order for the plans and  specifications  to
conform to the Handbook and this Lease, (x) Tenant shall not be obligated to use
union labor  unless  failure to do so is likely to cause labor  unrest or a work
stoppage with respect to the Center,  (xi) in the event of any conflict  between
this Lease and the Handbook, this Lease shall control, and (xii) in the event of
any conflict between the Handbook and the approved  Tenant's Plans, the approved
Tenant's Plans shall control.

     Landlord  shall notify Tenant not less than fifteen (15) days in advance of
the time when Tenant can commence  Tenant's Work; and Tenant shall commence such
work not later than the date specified in such notice (although Landlord may not
have  completed  Landlord's  Work  on  such  date  and  may be in  the  Premises
concurrently with Tenant),  complete the same in strict accordance with Exhibits
"B" and "B-2," install all store and trade fixtures,  equipment, stock in trade,
merchandise  and  inventory,  and open for  business  therein not later than the
Commencement  Required  Completion Date. Tenant hereby releases Landlord and its
contractors  from any claim  whatsoever  for  damages  against  Landlord  or its
contractors  for any delay in the date on which the Premises  shall be ready for
delivery to Tenant.  In the event possession of the Premises is not delivered to
Tenant within eighteen (18) months two (2) years of the date of this Lease, then
this Lease automatically shall become null and void and neither party shall have
any liability or obligation to the other hereunder.

     Section 3.3. Failure of Tenant to Perform. INTENTIONALLY DELETED.

     Section 3.4. Condition of Premises.

     Except as  provided  in Section  3.1,  Tenant's  taking  possession  of the
Premises  shall be conclusive  evidence of Tenant's  acceptance  thereof in good
order and satisfactory condition.  Tenant shall acknowledge taking possession of
the Premises in writing.  Except as provided in Section 3.1,  Tenant agrees that
Landlord has made no  representations  as to conformance  with  applicable  laws
respecting the condition of the Premises or the presence or absence of Hazardous
Materials  (hereinafter  defined)  in, at, under or abutting the Premises or the
environment. Tenant also agrees that no representations respecting the condition
of the Premises, no warranties or guarantees,  expressed or implied,  INCLUDING,
WITHOUT  LIMITATION,  ANY IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR PURPOSE, with respect to workmanship or any defects in material,  and
no promise to decorate,  alter,  repair or improve the Premises either before or
after the execution  hereof,  have been made by Landlord or its agents to Tenant
unless the same are contained herein.

     In the event that, on the date of delivery of possession of the Premises to
Tenant, the configuration of the Premises is not in substantial  conformity with
that shown on the scaled  drawings on which Tenant based  Tenant's  Plans or the
placement  of  columns,  equipment  or utility  facilities  in the  Premises  is
different than originally shown on the scaled drawings, and, in either case, the
degree of  variation  from the scaled  drawings  reasonably  requires  Tenant to
revise  Tenant's  Plans,  then  (i)  Landlord  shall  reimburse  to  Tenant  any
additional  architectural  and  engineering  costs incurred by Tenant to prepare

<PAGE>

such revised  Tenant's Plans, and (ii) the ninety (90) day period referred to in
Section  1.1(f) shall be extended by the amount of time  required (a) to prepare
such revised Tenant's Plans and resubmit the same to Landlord for approval,  (b)
for Tenant to obtain  Landlord's  approval of new  Tenant's  Plans,  and (c) for
Tenant to obtain a new building permit, if required.

     Section 3.5. Certification.

     Within  sixty (60) days after the date  Tenant  opens for  business  in the
Premises, Tenant shall deliver to Landlord the following: (a) Tenant's affidavit
stating that the work to be  performed  by Tenant  pursuant to the terms of this
Lease has been  completed  in strict  compliance  with  Exhibit "B" and Tenant's
Plans, as approved by Landlord,  and that no security interest under the Uniform
Commercial  Code or chattel  mortgages are  outstanding  or have been filed,  it
being  intended that any such  affidavit may be relied upon by Landlord and that
any  deliberate  misstatement  by Tenant  shall  constitute  an event of default
hereunder;  (b) an affidavit of any general contractor  performing Tenant's Work
stating that all  subcontractors,  laborers and material men who have  performed
work on or furnished  materials to the Premises (whose names and addresses shall
be recited in the  affidavit)  pursuant to contracts  each  involving  more than
$10,000.00 have been paid in full and that all liens therefor that have or might
be filed have been  discharged of record or waived;  (c) a complete  release and
waiver of lien with respect to the Premises from any general  contractor and all
subcontractors  who have performed work on or furnished material to the Premises
pursuant to contracts each involving more than  $10,000.00,  or in lieu thereof,
an  attorney's  certification  that the lien  period for the work  performed  on
Tenant's  behalf in the  Premises  has expired  and that no liens in  connection
therewith  have been filed;  (d)  Tenant's  written  acceptance  of the Premises
stating that Landlord has completed all of Landlord's Work, if any,  required to
be  performed  by  Landlord  pursuant to the terms of this Lease and that Tenant
reserves no claims,  offsets or backcharges,  or stating those claimed;  (e) any
monies  owing to  Landlord  for the cost of any work  done for or on  behalf  of
Tenant,  as set forth in Exhibit "B" annexed  hereto or  otherwise;  and (f) all
certificates  and approvals  with respect to the work  performed by Tenant or on
Tenant's  behalf  that may be  required  by any  governmental  authorities  as a
condition for the issuance of an occupancy certificate for the Premises together
with a copy of any  occupancy  certificate  issued  by the  proper  governmental
authority for the Premises.

                                   ARTICLE IV

                                      RENT

     Section 4.1. Minimum and Percentage Rent.

     Tenant  covenants and agrees to pay to Landlord,  without notice or demand,
at  Landlord's  Address for notice the  Minimum  Rent set forth in Article I, in
advance upon the first day of each and every month of the Lease Term.  If actual
Store Floor Area is modified in accordance  with Section 2.l, the Minimum Annual
Rent (Break  Points are not related to Minimum Rent or Store Floor Area) and the
Sales Breakpoint shall be deemed automatically increased or decreased based upon
the Store Floor Area as thus  determined,  and any overpayments or underpayments
of Minimum  Monthly Rent (Break  Points are not related to Minimum Rent or Store
Floor Area) and Percentage Rent to Landlord shall be adjusted  accordingly.  The
failure of Tenant to object to any statement,  invoice,  or billing presented by
Landlord,  within thirty (30) days after receipt of such statement,  invoice, or
billing based on Store Floor Area, shall constitute Tenant's acquiescence to the
actual Store Floor Area as so determined by Landlord.

     In addition to the payment of Minimum Rent,  Tenant covenants and agrees to
pay to Landlord,  without notice or demand, at Landlord's Address for notice, an
amount,  if any, equal to the Percentage  Rent Rate applied against that portion

<PAGE>

of Tenant's Adjusted Gross Sales during each Lease Year or Partial Lease Year in
excess of the Sales  Breakpoint  for such  period  (hereinafter  referred  to as
"Percentage  Rent").  In the event of a Partial Lease Year, the Sales Breakpoint
shall be determined by multiplying the Sales Breakpoint for the full Lease Year,
by a fraction,  the numerator of which shall be the number of days  contained in
such  Partial  Lease Year and the  denominator  of which  shall be 365 days.  If
Minimum  Rent for any Lease Year or Partial  Lease Year is reduced or abated for
any reason,  the Sales Breakpoint  shall be reduced in direct  proportion to the
reduction  or  abatement  of  Minimum  Rent for the  period  of time  that  such
reduction or abatement  of Minimum  Rent is in effect.  If the Sales  Breakpoint
changes during a Lease Year,  the Sales  Breakpoint for that Lease Year shall be
appropriately adjusted.

     Notwithstanding  anything to the  contrary  contained  in this  Lease,  for
purposes of calculating Percentage Rent for the Partial Lease Year at the end of
the Lease  Term,  Tenant's  Gross Sales  during the Partial  Lease Year shall be
deemed to be the total Gross Sales for the final twelve (12) month period of the
Lease Term  multiplied  by a fraction  the  numerator  of which is the number of
calendar days in the Partial Lease Year and the denominator of which is 365.

     Section 4.2. Miscellaneous Rent Provisions.

     If Tenant shall fail to pay any  installment  of Minimum  Rent,  Percentage
Rent or any item of Additional Rent within five (5) days after the date the same
became due and payable, then Tenant shall pay to Landlord a late payment service
charge ("Late Charge")  covering  administrative  and overhead expenses equal to
the greater of (a) $250.00 or (b) 5(cent) per each dollar so overdue.  Provision
herein for payment of the Late Charge  shall not be construed to extend the date
for payment of any sums to be paid by Tenant  hereunder or to relieve  Tenant of
its  obligation  to pay all such sums at the  times  herein  stipulated.  If the
Commencement  Date is other than the first day of a month,  Tenant  shall pay on
the  Commencement  Date a prorated  partial  Minimum Monthly Rent for the period
prior to the  first  day of the next  calendar  month,  and  thereafter  Minimum
Monthly  Rent  payments  shall be made not  later  than  the  first  day of each
calendar  month.  Landlord  has  designed  the Center to contain  Four (4) Major
Tenants.  For purposes of this Lease,  a "Major  Tenant" is herein  defined as a
single tenant occupying at least 60,000 40,000  contiguous  square feet of floor
area,  and a variety or  specialty  store is herein  defined as a single  tenant
occupying a single store space containing at least 15,000 contiguous square feet
of floor  area.  If  additional  Major  Tenants  are  added to the  Center or an
existing  Major  Tenant is replaced  by a Major  Tenant of higher  quality,  the
Minimum  Annual  Rent  and  Minimum  Monthly  Rent  herein  provided  for  shall
automatically  be increased  ten percent  (10%) at the time each  additional  or
higher quality Major Tenant opens for business. In addition to the foregoing, If
Landlord  shall,  at any time during the term of this Lease,  renovate or expand
the Center, the cost of which exceeds Ten Million Dollars ($10,000,000.00),  the
Minimum Rent herein  provided for shall  automatically  be increased ten percent
(10%)  upon  the  first  day of the  month  following  the  completion  of  such
renovation or expansion.

     Section 4.3. Percentage Rent.

     Tenant shall (i) not later than the fifteenth  (15th) fifth (5th) day after
the close of each  calendar  month,  deliver to Landlord at the Center  office a
written  statement  certified  under  oath by Tenant or an  officer  of  Tenant,
showing Gross Sales and Adjusted  Gross Sales made in such calendar  month;  and
(ii) not later than sixty (60) thirty (30) days after the end of each Lease Year
or Partial  Lease Year,  deliver to Landlord at the Center office a statement of
Gross Sales and Adjusted  Gross Sales for such Lease Year or Partial  Lease Year
the  correctness of which is certified to by Tenant or an officer of Tenant.  If
Tenant  fails to prepare and deliver any  statement  of Gross Sales and Adjusted
Gross Sales required  hereunder,  within the time or times specified above, then

<PAGE>

Landlord shall have the right,  in addition to the other rights and remedies set
forth in this  Lease,  (a) to collect  from  Tenant a sum which shall be $250.00
which  shall be  deemed  liquidated  damages  for  administrative  and  overhead
expenses  resulting  from such failure,  and (b) to estimate  Tenant's  Adjusted
Gross  Sales for any  non-reported  period  and bill  Tenant's  Percentage  Rent
accordingly.  Landlord shall reserves the right, at Landlord's option, to adjust
Percentage Rent billings when actual Adjusted Gross Sales reports are received.

     Percentage  Rent  shall  become  due and  payable in each Lease Year on the
twentieth  (20th) fifteenth  (15th) day of the month  immediately  following the
month during which  Adjusted  Gross Sales exceed the Sales  Breakpoint  for such
Lease Year,  and  thereafter  shall be paid monthly on all  additional  Adjusted
Gross Sales made during the  remainder of such Lease Year,  such  payments to be
made  concurrently  with the  submission  by Tenant to  Landlord  of the written
statement of monthly Adjusted Gross Sales as provided for herein.

     Tenant  will  preserve  for at least  three  (3) years at  Tenant's  notice
address all original  books and records  disclosing  information  pertaining  to
Gross Sales and Adjusted Gross Sales and such other information respecting Gross
Sales and Adjusted Gross Sales as Landlord reasonably requires,  including,  but
not limited to, cash register tapes, sales slips, sales checks, non-consolidated
gross income and sales tax returns,  bank deposit  records,  sales  journals and
other  supporting  data  including  itemized  records of  permitted  exclusions.
Landlord and its agents shall have the right  during  business  hours to examine
and audit such books and records  preserved by Tenant.  If such  examination  or
audit  discloses a liability for  Percentage  Rent three percent (3%) or more in
excess of the  Percentage  Rent paid by Tenant for any period  Lease Year and at
least  $500.00 of  Percentage  Rent is owed as the result of such  audit,  or if
Tenant's  Gross Sales and  Adjusted  Gross Sales  cannot be verified  due to the
insufficiency  or  inadequacy  of Tenant's  records,  Tenant shall  promptly pay
Landlord the reasonable cost of said audit.  Tenant shall, in any event,  pay to
Landlord the amount of any deficiency in rents which is disclosed by such audit.
If such  examination or audit discloses an overpayment of Percentage  Rent, then
the excess,  less the cost of such  examination  or audit,  shall be credited to
Tenant's account. Tenant's obligation to preserve all original books and records
shall  survive the  expiration of the Lease Term or the earlier  termination  of
this Lease.  Landlord  agrees to maintain  confidentiality  with  respect to all
information obtained as to Tenant's Adjusted Gross Sales and Gross Sales.

     If Tenant shall fail to attain  Adjusted  Gross Sales in an amount equal to
$2,000,000.00 during the third (3rd), fourth (4th) or fifth (5th) Lease Years of
the  Lease  Term,  or if  Tenant  shall  fail to  attain  Adjusted  Gross  Sales
sufficient to incur  Percentage  Rent in an amount equal to at least twenty five
percent (25%) of the Minimum  Annual Rent payable  pursuant to Section 1.1(g) of
this Lease in any Lease Year after the fifth (5th) Lease Year of the Lease Term,
then  Landlord  may elect to  terminate  this Lease by written  notice to Tenant
given within six (6) months after the end of the applicable Lease Year, and this
Lease shall  terminate  and be null and void ninety (90) days after  delivery of
such notice. Tenant may render such notice of termination  inoperative if Tenant
shall, within thirty (30) days after receipt of such notice, agree in writing to
increase  the  Minimum  Annual  Rent  payable  for each  Lease  Year  thereafter
(including the Lease Year in which such notice of  termination  was received) by
an amount equal to twenty-five  percent (25%) of the Minimum Annual Rent payable
for the Lease Year immediately preceding such notice of termination.  Landlord's
failure to exercise such right of termination at the end of any Lease Year shall
not be deemed a waiver of Landlord's  right to terminate the Lease at the end of
any subsequent Lease Year.

     If Adjusted Gross Sales do not exceed One Million Six Hundred  Thirty-eight
Thousand Seven Hundred Twenty-five and 00/100 Dollars ($1,638,725.00) during the
third  (3rd)  Lease  Year of the Term,  then  Landlord  or  Tenant  may elect to
terminate  this Lease by notice to the other given not more than sixty (60) days

<PAGE>

following  the  expiration  of the third  (3rd)  Lease Year and this Lease shall
terminate  and be null and void ninety (90) days after  delivery of such notice,
and, upon such  termination,  both parties hereto shall be relieved from further
obligations  hereunder.  If Tenant  exercises the right of  termination,  Tenant
shall pay back the unamortized portion of improvements  Landlord's  Contribution
based upon a ten (10) year straight line  amortization  schedule,  computed from
the Commencement Date and as of the effective date of termination.  In the event
that at any time or times  during the third (3rd) Lease Year Tenant is prevented
from  operating its business at the Premises due to matters set forth in Section
24.5 of this Lease, then for purposes of this paragraph only,  Tenant's Adjusted
Gross  Sales for such time or times  during the third  (3rd) Lease Year shall be
deemed to be equal to Tenant's Adjusted Gross Sales for the identical  period(s)
during  the  most  recent  year as to which  Tenant  was not so  prevented  from
operating its business at the Premises..

     Section 4.4. Gross Sales and Adjusted Gross Sales Defined.

     As used herein,  Gross Sales means the sale prices of all goods,  wares and
merchandise  sold and the charges for all  services  performed  by Tenant or any
other  person  or  entity  in,  at, or from the  Premises  for  cash,  credit or
otherwise,  without reserve or deduction for uncollected amounts,  including but
not limited to sales and services (i) where the orders  originate in, at or from
the Premises,  regardless  from whence  delivery or  performance  is made,  (ii)
pursuant to mail,  telephone,  telegraph or otherwise  received or filled at the
Premises,  (iii)  resulting  from  transactions  originating  in, at or from the
Premises, and (iv) deposits not refunded to customers. Excluded from Gross Sales
in  order  to  determine  Adjusted  Gross  Sales  shall  be:  (i)  exchanges  of
merchandise  between  Tenant's stores made only for the convenient  operation of
Tenant's business and not to consummate a sale made in, at or from the Premises,
(ii)  returns to  manufacturers,  (iii)  refunds to  customers  (but only to the
extent included in Gross Sales), (iv) sales of fixtures, machinery and equipment
after use in Tenant's  business in the  Premises,  (v) sales to  employees  at a
discount, (vi) bad debts and/or bad checks on sales made at the Premises written
off during the normal course of business  provided that if such bad debts and/or
bad checks are subsequently collected, they shall be included in Gross Sales for
the Lease Year during which they are collected,  (vii) sums and credits received
in the settlement of claims for loss of or damage to  merchandise,  (viii) sales
of product to jobbers, liquidators or the like, (ix) gift certificates,  or like
vouchers,  until such time as the same shall have been  converted into a sale by
redemption,  (x) alteration  workroom charges and delivery  charges,  (xi) sales
from vending machines installed solely for the use of Tenant's employees,  (xii)
receipts from  so-called  "layaway"  sales except as and to the extent  actually
received by Tenant, (xiii) interest,  service or sales carrying charges or other
charges,  however  denominated,  paid by  customers  for  extension of credit on
sales, (xiv) discounts and allowances made on merchandise  returned or traded in
by  customers,  (xv) fees,  discounts and charges paid by Tenant with respect to
check guarantees  and/or to the issuers of credit cards on account of the use of
credit cards by customers of the  Premises,  and (xvi) sales,  excise or similar
tax imposed by governmental  authority and collected from customers and paid out
by Tenant. No other taxes shall be deducted from Gross Sales.

     Section 4.5. Taxes.

     A. Definition.  Landlord shall pay or cause to be paid, upon the discretion
of Landlord but before  delinquent,  all Taxes (as hereinafter  defined) levied,
assessed,  imposed,  become due and payable, or liens arising in connection with
the use, occupancy or possession of or become due and payable out of or for, the
Center or any part  thereof  during the Lease Term.  As used in this Section 4.5
the term  "Taxes"  shall mean and  include  all  property  taxes,  both real and
personal,  public and governmental charges and assessments,  and all other taxes
which  Landlord  is  obligated  to pay with  respect to the  development  of the
Center,  including  all  extraordinary  or special  assessments  or  assessments

<PAGE>

against any of  Landlord's  personal  property now or  hereafter  located in the
Center,  all  reasonable  costs  and  expenses  including,  but not  limited  to
consulting,  appraisal and attorneys'  fees incurred by Landlord in researching,
reviewing,   evaluating,   contesting,  appealing  or  negotiating  with  public
authorities  (Landlord  having the sole  authority  to conduct such a contest or
enter into such  negotiations)  as to any of the same and all  sewer,  water and
other  utility  taxes and  impositions,  but shall not include taxes on Tenant's
machinery,  equipment, inventory or other personal property or assets of Tenant,
Tenant agreeing to pay all taxes upon or attributable to such excluded  property
without apportionment.

     Taxes shall not include interest and penalties due on delinquent Taxes, but
shall include  interest on Taxes  withheld by virtue of Landlord  making partial
payment  under  protest  in the event  such  partial  payment  is  permitted  in
connection with a tax appeal proceeding.

     B. Tenant's Share.  Tenant shall pay to Landlord,  as additional  rent, its
proportionate   share  of  all  calendar   year  or  fiscal  year  Taxes,   such
proportionate  share to be prorated for periods at the  beginning and end of the
Lease Term  which do not  constitute  full  calendar  months or years.  Tenant's
proportionate  share of any such Taxes shall be that portion of such taxes which
bears the same  ratio to the total  Taxes as the Store  Floor  Area bears to the
average rentable floor area rented or occupied in the Center (hereinafter called
"Rented Floor Area") during the calendar year or fiscal year in which such Taxes
constitute  a lien upon the Center.  The floor area of (i) a Major  Tenant,  and
(ii) any  tenant  in a free  standing  premises,  and  (iii)  Common  Areas,  as
hereinafter  defined,  shall not be included in the Rented  Floor Area,  and any
contributions  to Taxes  received by Landlord  from such  tenants  (less any tax
payments  recaptured  against any other rents or payments due Landlord) shall be
deducted from Taxes prior to the  calculating of Tenant's  proportionate  share.
Landlord  reserves the right and option to cause one or more of the separate tax
lots to be  established  for  components,  which may  consist of one or more tax
parcels, as determined by Landlord,  of Landlord's Tract, in which case Tenant's
proportionate share will be computed on the basis of the component or components
as determined  within the sole discretion of Landlord,  in which the Premises is
located.

     The ratio described in the preceding paragraph shall not be utilized if the
"Rented Floor Area" is less than eighty five percent (85%) of the rentable floor
area in the Center.  If the "Rented Floor Area" is less than eighty five percent
(85%),  the pro rata share of Tenant shall be  determined by the ratio the Store
Floor Area bears to eighty five percent (85%) of the rentable  floor area in the
Center.

     C. Payment by Tenant.  Tenant's  proportionate share of Taxes shall be paid
in  monthly  installments  commencing  with the  Commencement  Date,  in amounts
initially reasonably  estimated by Landlord,  one (1) such installment being due
on the first day of each full or  partial  month  during  the Lease  Term.  Upon
notice from Landlord,  such monthly installments shall increase or decrease from
time to time to reflect  the then  current  estimate  of the amount of any Taxes
due.  When the  actual  amount  of any such  Taxes is  determined  by  Landlord,
Landlord will notify Tenant of such actual amount and the manner of  calculating
Tenant's  proportionate  share (in a format to be determined by Landlord) and of
any excess or deficiency in the amount  theretofore  paid by Tenant as its share
of such Taxes.  Any such excess will be credited to Tenant's account or refunded
to Tenant if no further payments are due Landlord pursuant to this Lease. Tenant
will pay the amount of any  deficiency  to Landlord  within thirty (30) ten (10)
days following  Landlord's  notice thereof.  Tenant  acknowledges and stipulates
that  Landlord  has made no  representations  or agreement of any kind as to the
total dollar amount of such Taxes, actual or estimated, or Tenant's dollar share
thereof. With respect to any assessments which may be levied against or upon the
Premises and the Center,  or which under the laws then in force may be evidenced

<PAGE>

by improvement or other bonds, or may be paid in annual  installments,  only the
amount of such annual  installment (with  appropriate  proration for any partial
year) shall be included  within the  computation  of Tenant's  pro rata share of
Taxes for any  particular  year. In no event shall Tenant be required to pay (a)
any portion of Landlord's general income, franchise, inheritance, estate or gift
taxes,  (b) any  business  license tax or fee  imposed  upon  Landlord  which is
generally  applicable  to all real estate  related and non-real  estate  related
business owners or operators in the city,  county or state in which the Premises
is located,  nor (c) any  assessments  levied in order to finance in whole or in
part the  development  or  construction  of any portion of the Center.  Landlord
shall furnish  Tenant with copies of all  applicable  bills  pertaining to Taxes
upon Tenant's written request.

     D. Other Taxes.  Tenant's  proportionate  share of any  governmental tax or
charge  (other than income tax) levied,  assessed,  or imposed on account of the
payment by Tenant or receipt by Landlord, or based in whole or in part upon, the
rents in this Lease  reserved or upon the Center or the value  thereof  shall be
paid by Tenant including any new direct or indirect tax or surcharge against the
Center,  the parking areas, or the number of parking spaces in the Center or any
new direct or indirect tax or surcharge in addition to or by way of substitution
for any existing tax or assessment which Landlord becomes  obligated to pay with
respect to the Center.

     E. Larger Parcel. If the land under the Center is a part of a larger parcel
of land for assessment purposes (the "Larger Parcel"), the taxes and assessments
allocable to the land in the Center for the purpose of  determining  Taxes under
this Section shall be deemed a fractional  portion of the taxes and  assessments
levied against the Larger  Parcel,  the numerator of which is the acreage in the
Center and the denominator of which is the acreage in the Larger Parcel.

     Section 4.6. Additional Rent.

     All amounts  required  or  provided  to be paid by Tenant  under this Lease
other than Minimum  Annual Rent and Percentage  Rent shall be deemed  additional
rent and Minimum Annual Rent,  Percentage  Rent and additional rent shall in all
events be deemed rent.

     Section 4.7. Sprinkler System. INTENTIONALLY DELETED

     Section 4.8. Landlord's Expenses.

     If  Landlord  pays any monies or incurs any  expense to correct a breach of
this  Lease by Tenant or to do  anything  in this Lease  required  to be done by
Tenant,  or incurs any expense  (including,  but not limited to, attorneys' fees
and court  costs),  as a result of  Tenant's  failure to perform any of Tenant's
obligations  under this Lease,  all amounts so paid or incurred shall, on notice
to Tenant,  be  considered  additional  rent  payable  by Tenant  with the first
Minimum Monthly Rent installment thereafter becoming due and payable, and may be
collected as by law provided in the case of rent.

                                    ARTICLE V

                     PARKING AND COMMON AREAS AND FACILITIES

     Section 5.1. Common Areas.

     All parking areas, access roads and facilities furnished, made available or
maintained by Landlord in or near the Center,  including employee parking areas,
truck ways,  driveways,  loading docks and areas,  delivery  areas,  multi-story
parking  facilities (if any),  package pickup stations,  elevators,  escalators,
pedestrian sidewalks, malls, including the Enclosed Mall and Food Court, if any,
courts and ramps,  landscaped  areas,  retaining  walls,  stairways,  bus stops,

<PAGE>

first-aid and comfort stations,  lighting facilities,  sanitary systems, utility
lines,   water   filtration  and  treatment   facilities  and  other  areas  and
improvements  provided by Landlord  for the general use in common of tenants and
their  customers  and Major  Tenants in the Center  (all herein  called  "Common
Areas") shall at all times be subject to the exclusive control and management of
Landlord,  and Landlord  shall have the right,  from time to time, to establish,
modify and enforce  reasonable  rules and regulations with respect to all Common
Areas.  Tenant  agrees to comply  with all  rules and  regulations  set forth in
Section 8.9 and all reasonable amendments thereto.

     Landlord  shall have the right  from time to time to:  change or modify and
add to or subtract from the sizes, locations, shapes and arrangements of parking
areas,  entrances,  exits,  parking  aisle  alignments  and other Common  Areas,
provided,  however, that the size of parking areas on Landlord's Tract shall not
be substantially  reduced;  restrict parking by Tenant's employees to designated
areas; construct surface,  sub-surface or elevated parking areas and facilities;
establish  and from time to time change the level or grade of parking  surfaces;
enforce parking charges (by meters or otherwise) with appropriate provisions for
ticket  validating;  add to or subtract from the buildings in the Center; and do
and perform  such other acts in and to said Common Areas as Landlord in its sole
discretion,  reasonably applied,  deems advisable for the use thereof by tenants
and their customers.

     Section 5.2. Use of Common Areas.

     Tenant and its business  invitees,  employees and customers  shall have the
nonexclusive  right, in common with Landlord and all others to whom Landlord has
granted or may hereafter  grant rights,  to use the Common Areas subject to such
reasonable  regulations  as Landlord may from time to time impose and the rights
of Landlord set forth above. If a car of Tenant, a  concessionaire,  employee or
agent of Tenant is parked  outside any area  designated by Landlord for employee
parking,  Tenant  authorizes  Landlord  to cause  such car to be towed  from the
Center and Tenant shall reimburse Landlord for the cost thereof upon demand, and
otherwise  indemnify and hold Landlord  harmless  with respect  thereto.  Tenant
shall  abide  by all  rules  and  regulations  and  cause  its  concessionaires,
officers,  employees,  agents, customers and invitees to abide thereby. Landlord
may at any time close  temporarily  any Common Areas to make repairs or changes,
prevent  the  acquisition  of  public  rights  therein,  discourage  noncustomer
parking, or for other reasonable purposes. Tenant shall furnish Landlord license
numbers  and  descriptions  of cars  used  by  Tenant  and its  concessionaires,
officers and  employees.  Tenant shall not  interfere  with  Landlord's or other
tenants' rights to use any part of the Common Areas.

                                   ARTICLE VI

                      COST AND MAINTENANCE OF COMMON AREAS

     Section 6.1. Expense of Operating and Maintaining the Common Facilities.

     Landlord will operate, manage, maintain and repair or cause to be operated,
managed,  maintained or repaired,  the Common Areas of the Center, to the extent
the same is not done by any Major Tenant.  "Landlord's  Common Area Costs" shall
mean all costs of operating,  managing,  and  maintaining  the Common Areas in a
manner  deemed by Landlord  appropriate  for the best  interests  of tenants and
other  occupants  in the Center.  Included  among the costs and  expenses  which
constitute  Landlord's Common Area Costs, but not limited thereto,  shall be, at
the option of Landlord,  all costs and expenses of  protecting,  operating,  and
managing the Center; repairing;  repaving;  lighting, including bulbs, poles and
fixtures;  cleaning;  painting; striping; insuring (including but not limited to
fire and extended  coverage  insurance  on Common  Areas,  insurance  protecting
Landlord against  liability for personal  injury,  death and property damage and
workers'  compensation  insurance,  insurance  against  defamation and claims of

<PAGE>

false arrest occurring in and about the Center);  obtaining and operating public
transportation or shuttle bus systems, including off-site parking costs, as used
in connection  with bringing  customers to the Center whether or not required by
any  environmental or other laws,  rules,  regulations,  guidelines,  or orders;
installing and operating  music program  services and loudspeaker  systems;  the
cost of personnel,  including,  without limitation,  security,  janitorial,  and
maintenance  personnel,  mall manager and  assistant  mall  manager,  operations
director,  secretaries  and  mall  management  bookkeepers  (including,  without
limitation, the payroll taxes and employee benefits of such personnel); removing
of snow, ice and debris;  police protection,  security and security patrol; fire
protection;   regulating  traffic;  inspecting,  repairing  and  maintaining  of
machinery  and equipment  used in the  operation of the Common Areas,  including
heating,  ventilating  and air  conditioning  machinery and equipment;  purchase
price or depreciation of the cost of machinery and equipment,  if purchased,  or
the rental fees for  machinery  and  equipment,  if leased,  providing  heating,
ventilating  and air  conditioning to the interior Common Area; cost and expense
of inspecting,  maintaining, repairing and replacing storm and sanitary drainage
systems,  including disposal plants and lift stations,  sprinkler and other fire
protection systems,  electrical,  gas, water,  telephone and irrigation systems,
parking lot surfaces,  sidewalks,  curbs, guardrails,  bumpers, fences, screens,
seasonal  decor,   flagpoles,   bicycle  racks,  Center   identification  signs,
directional  signs,  traffic signals,  and other traffic markers and signs; cost
and expense of  maintaining,  repairing  and replacing the Enclosed Mall and the
exterior of the buildings in the Center,  including,  but not limited to floors,
floor coverings,  canopies,  roofs, skylights,  benches,  fountains, fire exits,
doors and hardware,  windows, glass and glazing,  escalators,  elevators, walls,
stairs and signs;  cost and expense of  installing,  maintaining  and  repairing
burglar or fire alarm systems in the Center,  including  any utility  systems in
connection  with any of the foregoing  systems;  cost and expense of landscaping
and  shrubbery;  expenses of utilities;  and  administrative  and overhead costs
equal  to  fifteen  percent  (15%)  of all of the  foregoing  and all  other  of
Landlord's  Common Area  Costs.  Landlord  shall have the right to amortize  any
portion of the foregoing costs and expenses over a period of years as determined
by Landlord.  Any of the foregoing costs and expenses which Landlord has elected
to  amortize  over a period  of  years,  whether  paid or  incurred  prior to or
subsequent to the execution of this Lease shall be included in Common Area Costs
until such costs and expenses (together with interest thereon at the rate of the
Prime Rate as established  by Citibank,  N.A. plus two percent [2%] in effect as
of the date Landlord incurs such costs and expenses) have been fully  amortized.
Notwithstanding the foregoing provisions, Landlord's Common Area Costs shall not
include:  (a) depreciation  (other than  depreciation as above  specified);  (b)
costs of repairing  and  replacing  to the extent that  proceeds of insurance or
condemnation awards are received therefor;  and (c) costs of a capital nature to
the extent they improve the Common Areas to beyond their  original  condition or
utility as they may be put from time to time by Landlord.

     Section 6.2. Tenant to Bear Pro Rata Share of Expenses.

     Tenant will pay  Landlord,  in addition to all other  amounts in this Lease
provided,  such portion of  Landlord's  Common Area Costs for each calendar year
during  the Lease Term  which  bears the same  ratio to the total of  Landlord's
Common  Area Costs as the Store  Floor  Area bears to the Rented  Floor Area (as
defined in  Section  4.5).  The floor  area of (i) a Major  Tenant or variety or
specialty store,  (ii) any tenant in a freestanding  premises,  (iii) any tenant
with no frontage on the Enclosed Mall or located on a mezzanine  level, and (iv)
Common Areas,  shall not be included in Rented Floor Area, and any contributions
to Landlord's Common Area costs received from such tenants (less any Common Area
payments  recaptured  against  other rents or payments  due  Landlord)  shall be
deducted from Landlord's  Common Area Costs prior to the calculation of Tenant's
proportionate share.

     The ratio described in the preceding paragraph shall not be utilized if the

<PAGE>

"Rented Floor Area" is less than eighty five percent (85%) of the rentable floor
area in the Center.  If the "Rented Floor Area" is less than eighty five percent
(85%),  the pro rata share of Tenant shall be  determined by the ratio the Store
Floor Area bears to eighty five percent (85%) of the rentable  floor area in the
Center.

     Notwithstanding  anything  contained  in  this  Lease  Article  XIII to the
contrary,  (i) in no event  shall  Tenant's  proportionate  share of Common Area
Costs exceed the sum of Nine and 40/100  Dollars  ($9.40) per calendar  year for
each square foot of Store Floor Area during the partial and first full  calendar
year of the Term appropriately pro rated for the first twelve months of the Term
and a prorata sum for any partial  calendar  year during which the  Commencement
Date occurs, Notwithstanding the foregoing provision, and (ii) in no event shall
the increase in Tenant's proportionate share of Landlord's Common Area Costs for
the second full calendar year following the Commencement Date and any subsequent
calendar  year exceed six percent  (6%) of Tenant's  proportionate  share of the
Landlord's Common Area Costs for the preceding calendar year.

     Tenant's  share of  Landlord's  Common  Area Costs shall be paid in monthly
installments  in amounts  estimated from time to time by Landlord,  one (1) such
installment  being  due on the first day of each  month of each  calendar  year.
After the end of each calendar year the total  Landlord's  Common Area Costs for
such year (and at the end of the Lease Term,  the total  Landlord's  Common Area
Costs for the period since the end of the  immediately  next preceding  calendar
year) shall be  determined  by Landlord and Tenant's  share paid for such period
shall immediately, upon such determination,  be adjusted by credit of any excess
or payment of any deficiency.  At Landlord's  option,  the year-end  billing may
include a  certification  of  Landlord's  Common  Area  Costs by an  independent
Certified Public Accounting firm designated by Landlord,  and such certification
shall be deemed  binding and  conclusive  as to the actual  amount of Landlord's
Common Area Costs.  The fee for such  certification  of  Landlord's  Common Area
Costs shall be included in Landlord's  Common Area Costs.  Tenant shall not have
the  right to  examine,  inspect,  or audit  Landlord's  records  pertaining  to
Landlord's Common Area Costs.  Tenant  acknowledges and stipulates that Landlord
has made no  representation  or  agreement  of any kind as to the  total  dollar
amount of such Common Area Costs, actual or estimated,  or Tenant's dollar share
thereof.

                                   ARTICLE VII

                             UTILITIES AND SERVICES

     Section 7.1. Utilities.

     Tenant shall not install any equipment which can exceed the capacity of any
utility facilities and if any equipment  installed by Tenant requires additional
utility  facilities,  the  same  shall  be  installed  at  Tenant's  expense  in
compliance with all code requirements and plans and specifications which must be
approved in writing by  Landlord.  Tenant  shall be solely  responsible  for and
promptly  pay all charges for use or  consumption  of sewer,  gas,  electricity,
water and all other  utility  services.  Landlord  may make  electrical  service
available  to the  Premises,  and so long as Landlord  continues to provide such
electrical  service  Tenant  agrees to purchase  the same from  Landlord and pay
Landlord  for  the  electrical   service  (based  upon   Landlord's   reasonable
determination  from time to time of Tenant's  consumption  of  electricity),  as
additional  rent,  on the first day of each month in advance  (and  prorated for
partial months),  commencing on the Commencement  Date at the same cost as would
be charged to Tenant from time to time by the utility  company  which  otherwise
would  furnish such  services to the Premises if it provided  such  services and
metered the same  directly to the  Premises,  but in no event at a cost which is
less than the cost  Landlord  must pay in  providing  such  electrical  service.
Landlord may supply water or other  utilities  to the  Premises,  and so long as

<PAGE>

Landlord  continues to provide  water or such other  utilities  Tenant shall pay
Landlord  for same at the same cost as would be charged to Tenant by the utility
company  which  otherwise  would  furnish  such  service to the  Premises  if it
provided such service and metered the same  directly to the Premises,  but in no
event at a cost which is less than the cost Landlord must pay in providing  such
service,  and in no event less than the minimum  monthly charge which would have
been charged by the utility  company in providing  such service.  Subject to the
applicable rules and regulations of the State where the Center is located Public
Service  Commission,  Landlord may provide a shared tenant telephone  service to
the Premises and so long as Landlord continues to provide such telephone service
Tenant  agrees to  purchase  the same from  Landlord  and pay  Landlord  for the
telephone  service at the same cost as would be charged to Tenant by the utility
company  which  otherwise  would  furnish  such  service to the  Premises  if it
provided such service directly to the Premises,  but in no event at a cost which
is less than the cost Landlord  must pay in providing  such  telephone  service.
Landlord  shall have the right to  designate an  alternate  third party  utility
company or provider to provide any such utility  service to the Premises  and/or
the Center.

     Tenant  shall  operate  its  heating  and  air  conditioning  so  that  the
temperature in the Premises will be the same as that in the adjoining  mall, and
set Tenant's  thermostat at the same  temperature as that thermostat in the mall
which is nearest the Premises. Tenant shall be responsible for the installation,
maintenance, repair and replacement of air conditioning, heating and ventilation
systems within and specifically for the Premises,  including all components such
as air handling units,  air distribution  systems,  motors,  controls,  grilles,
thermostats, filters and all other components. Tenant shall contract for, in its
own name,  and shall pay for a  qualified  service  contractor  to  periodically
inspect, adjust, clean and repair such systems,  including changing filters on a
quarterly  basis.  Tenant shall promptly  furnish a copy of each  inspection and
service report to the Center manager.  Tenant shall operate  ventilation so that
the relative air pressure in the Premises  will be the same as or less than that
in the  adjoining  mall as required  by the  Landlord.  If  Tenant's  use of the
Premises results in special exhaust requirements,  Tenant shall have the exhaust
fans  interlocked  with the make-up air units.  If Tenant's  use of the Premises
requires a grease trap,  Tenant shall  contract for, in its own name,  and shall
pay for a qualified service contractor to inspect,  clean and repair such grease
trap at such  intervals as may be required by Tenant's use, but in no event less
frequently  than  once a month.  Tenant  shall  promptly  furnish  a copy of the
inspection  and service report to the Center  manager.  In the event such grease
trap  services  Tenant and other  tenants in the Center,  Landlord  may elect to
perform  such  inspection,  cleaning  and  repairing,  and  tenant  shall pay to
Landlord its  proportionate  share of the cost thereof  based upon the number of
tenants serviced by such grease trap. Tenant's  proportionate share of such cost
shall be due and  payable  within  ten (10) days  after  billings  therefor  are
rendered to Tenant.

     In  the  event  Tenant  requires  the  use of  telecommunication  services,
including,  but not  limited  to,  credit card  verification  and/or  other data
transmission,  then Tenant  shall  contract  for such  services  with one of the
service providers available at the Center.

     Section 7.2. Enforcement and Termination.

     In the event of any  default by Tenant,  Landlord  reserves  the right,  in
addition to all other rights and remedies available to Landlord,  to cut off and
discontinue,  without  notice or liability to Tenant,  any utilities or services
provided in accordance  with the provisions of this Article VII.  Landlord shall
not be liable to Tenant in damages or  otherwise  if any  utilities or services,
whether or not furnished by Landlord  hereunder,  are  interrupted or terminated
because of repairs, installation or improvements, or any cause beyond Landlord's
reasonable control,  nor shall any such termination relieve Tenant of any of its

<PAGE>

obligations under this Lease. Notwithstanding anything to the contrary contained
in this Lease,  in the event of any  interruption  in any utility service due to
any cause within Landlord's  reasonable control,  which interruption renders the
Premises  wholly or  partially  untenantable  for the  reasonable  operation  of
Tenant's  business  therein,  all rent and other  charges under this Lease shall
abate during such period of untenantability in proportion to the degree to which
Tenant's  use of the Premises is impaired.  At Tenant's  option,  Tenant may, at
Tenant's  expense,  install submeters on the Premises to monitor the consumption
of utilities. Tenant shall operate the Premises in such a way as shall not waste
fuel,  energy or natural  resources.  Tenant  shall  cooperate  with  Landlord's
reasonable  directives to reduce energy consumption,  including  installation of
new energy  efficient  equipment or the  modification or replacement of existing
equipment,  as the  case  may be.  If any  governmental  authority  shall  order
mandatory energy  conservation or if Landlord elects voluntarily to cooperate in
energy  conservation at the request of any  governmental  authority,  including,
without  limitation,  a reduction in  operating  hours or lighting  usage,  then
Tenant  shall comply with such  requirements.  Landlord may cease to furnish any
one or more of said  utilities or services to Tenant  without  liability for the
same,  and no  discontinuance  of any utilities or services  shall  constitute a
constructive eviction.

                                  ARTICLE VIII

                          CONDUCT OF BUSINESS BY TENANT

     Section 8.1. Use of Premises.

     The Premises  shall be occupied and used by Tenant solely for the Permitted
Use set forth in Article I. Tenant expressly  understands and acknowledges  that
its  Permitted  Use is  nonexclusive,  and that  other  tenants  may sell  items
identical or similar to those sold by Tenant. Tenant hereby warrants that it has
the full and unfettered right to use the Trade Name, set forth in Article I, for
the  entire  Lease  Term and that such use will not in any way  infringe  on the
rights of  others.  The  Permitted  Use is a  material  consideration  to Tenant
entering  into this Lease so as to permit  Landlord to  maintain an  appropriate
tenant mix, or balance,  both to the quality and  quantity of sales,  within the
Center in order to achieve the maximum gross sales for all tenants and to assure
the continued operation of a full service regional shopping center development.

     Section 8.2. Prompt Occupancy and Use.

     Tenant will occupy the Premises upon the  Commencement  Date and thereafter
continuously  operate and conduct in one hundred  percent (100%) of the Premises
during each hour of the entire  Lease Term when  Tenant is  required  under this
Lease to be open for business the business  permitted  under Section 8.1 hereof,
with an adequate full staff and adequate full stock of  merchandise,  using only
such minor  portions of the  Premises  for  storage  and office  purposes as are
reasonably  required.  The parties agree that: Landlord has relied upon Tenant's
occupancy and operation in accordance with the foregoing provisions;  because of
the difficulty or  impossibility of determining  Landlord's  damages which would
result from Tenant's violation of such provisions,  including but not limited to
damages from loss of Percentage  Rent from Tenant and percentage rent from other
tenants,  and  diminished  saleability,   mortgageability  and  economic  value,
Landlord  shall be  entitled to  liquidated  damages if it elects to pursue such
remedy;  therefore  for any day that  Tenant  does  not  fully  comply  with the
provisions  of this  Section 8.2 the Minimum  Annual  Rent,  prorated on a daily
basis,  shall be increased by  twenty-five  percent  (25%),  such  increased sum
representing  the  damages  which the  parties  agree  Landlord  will  suffer by
Tenant's noncompliance.  In addition to all other remedies,  Landlord shall have
the right to obtain  specific  performance  by Tenant upon  Tenant's  failure to
comply with the provisions of this Section 8.2.
<PAGE>

     Section 8.3. Conduct of Business.

     Such business shall be conducted  under the Trade Name set forth in Article
I unless another name is previously  approved in writing by the Landlord,  which
approval shall not be unreasonably  withheld,  delayed or  conditioned;  in such
manner  as shall  assure  the  reasonable  transaction  of a  maximum  volume of
profitable  business in and at the Premises.  Tenant's store shall be and remain
open from 10:00 A.M.  until 9:30 P.M.  each day of the week  except  Sunday,  on
Sunday from 12:00 P.M. until 6:00 P.M., and in addition, during all days, nights
and hours (including Sundays as permitted by law) that any two (2) Major Tenants
in the Center (as  referred to in Section  4.2 above) is and  tenants  occupying
seventy percent (70%) of the rentable floor area of the Center,  excluding Major
Tenants,  are open for  business,  and such  other  days,  nights  and  hours as
Landlord  shall  approve in writing.  Notwithstanding  anything to the  contrary
contained in this Lease, Tenant may be closed up to two (2) days in any calendar
year for the purposes of taking inventory and Tenant shall not be required to be
open for business on Christmas Day, Easter, Thanksgiving Day and New Year's Day.

     Section 8.4. Operation by Tenant.

     Tenant  covenants  and  agrees  that it will:  not  place or  maintain  any
merchandise, vending machines or other articles in any vestibule or entry of the
Premises or outside the Premises; store garbage, trash, rubbish and other refuse
in rat-proof and  insect-proof  containers  inside the Premises,  and remove the
same  frequently and regularly  and, if directed by Landlord,  by such means and
methods  and at  such  times  and  intervals  as are  reasonably  designated  by
Landlord,  all at Tenant's costs including a pre-stocking charge for the removal
of trash prior to the Commencement Date, and, upon Landlord's request, provide a
Waste Profile Sheet or equivalent  information concerning contents of trash; not
permit any sound system  audible or  objectionable  advertising  medium  visible
outside the Premises;  keep all mechanical equipment free of vibration and noise
and in good  working  order and  condition;  not  commit  or  permit  waste or a
nuisance upon the Premises; not permit or cause odors to emanate or be dispelled
from the  Premises;  not  solicit  business in the Common  Areas nor  distribute
advertising  matter to, in or upon any Common  Area;  not permit the  loading or
unloading  or the  parking or standing  of  delivery  vehicles  outside any area
designated  therefor,  nor permit any use of vehicles  which will interfere with
the use of any  Common  Areas;  subject to Section  9.1,  comply  with all laws,
recommendations,  ordinances,  rules and  regulations of  governmental,  public,
private and other authorities and agencies,  including those with authority over
insurance  rates,  with  respect to the use or occupancy  of the  Premises,  and
including but not limited to the Americans with Disabilities Act of 1990 and the
Williams-Steiger  Occupational  Safety and Health Act; light the show windows of
the Premises and all signs each night of the year for not less than one (1) hour
after the Premises is permitted to be closed;  not permit any noxious,  toxic or
corrosive fuel or gas, dust,  dirt or fly ash on the Premises;  not place a load
on any floor in the Shopping Center which exceeds the floor load per square foot
which such floor was designed to carry;  store in the Premises only  merchandise
which Tenant  intends to sell at, in or from the  Premises,  within a reasonable
time after receipt thereof.

     Landlord may make additional services,  including but not limited to, music
systems,  pest  control,  trash  removal,  and/or  trash  compactor,   cleaning,
maintenance,  and security, available to the Premises and, in such event, to the
extent Tenant  desires such  services,  Tenant shall utilize such  services,  at
Tenant's expense which shall be reasonable and competitive.

     Section 8.5. Emissions and Hazardous Materials.

     A.  Emissions.  Tenant  shall not,  without  the prior  written  consent of
Landlord:
<PAGE>

     (i) make,  or permit to be made,  any use of the  Premises  or any  portion
thereof which emits, or permits the emission of an unreasonable  amount of dust,
sweepings,  dirt, cinders, fumes or odors into the atmosphere, the ground or any
body of water, whether natural or artificial (including rivers,  streams, lakes,
ponds, dams, canals, or flood control channels),  or which emits, or permits the
emission of dust, sweepings,  dirt, cinders, fumes or odors into the atmosphere,
the  ground or any body of  water,  whether  natural  or  artificial  (including
rivers, streams, lakes, ponds, dams, canals, or flood control channels) which is
in  violation  of any  federal,  state or local  law,  ordinance,  order,  rule,
regulation, code or any other governmental restriction or requirement;

     (ii)  permit  any  vehicle  on the  Premises  to emit  exhaust  which is in
violation  of  any  federal,  state  or  local  law,  ordinance,   order,  rule,
regulation, code or any other governmental restriction or requirement;

     (iii) create, or permit to be created,  any sound pressure level which will
interfere  with  the  quiet  enjoyment  of any  real  property  adjacent  to the
Premises, or which will create a nuisance or violate any federal, state or local
law,  ordinance,  order,  rule,  regulation,  code  or  any  other  governmental
restriction or requirement;

     (iv)  transmit,  receive,  or  permit to be  transmitted  or  received  any
electromagnetic,  microwave or other  radiation which is harmful or hazardous to
any person or property in, on or about the Premises,  or anywhere else, or which
interferes with the operation of any electrical, electronic, telephonic or other
equipment wherever located, whether on the Premises or anywhere else;

     (v)  create,  or  permit  to be  created,  any  ground  vibration  that  is
discernible outside the Premises; or

     (vi)  produce or permit to be  produced  any intense  glare,  light or heat
except within an enclosed or screened area and then only in such manner that the
glare, light or heat shall not be discernible outside the Premises.

     B. Hazardous Material

     Tenant shall not, without the prior written consent of Landlord,  knowingly
cause or permit knowingly or unknowingly,  any Hazardous  Material  (hereinafter
defined) to be brought or remain  upon,  kept,  used,  discharged  , leaked,  or
emitted  in or  about,  or  treated  at the  Premises.  As used  in this  Lease,
"Hazardous   Material(s)"  shall  mean  any  hazardous,   toxic  or  radioactive
substance,  material,  matter  or waste  which is or  becomes  regulated  by any
federal,  state or local law, ordinance,  order, rule,  regulation,  code or any
other  governmental  restriction  or  requirement,  and shall include  asbestos,
petroleum products and the terms "Hazardous  Substance" and "Hazardous Waste" as
defined in the Comprehensive Environmental Response,  Compensation and Liability
Act  ("CERCLA"),   as  amended,  42  U.S.C.  ss.  9601  et  seq.,  the  Resource
Conservation and Recovery Act ("RCRA"),  as amended,  42 U.S.C. ss. 6901 et seq.
To  obtain  Landlord's  consent,  Tenant  shall  have an  "Environmental  Audit"
prepared by a Qualified  Engineer or  Environmental  Professional for Landlord's
review to be relied upon by Landlord and for Landlord's use. Such  Environmental
Audit shall  list:  (1) the name(s) of each  Hazardous  Material  and a Material
Safety Data Sheet (MSDS) as required by the Occupational  Safety and Health Act;
(2) the volume  proposed  to be used,  stored  and/or  treated  at the  Premises
(monthly);  (3)  the  purpose  of such  Hazardous  Material;  (4)  the  proposed
on-premises  storage  location(s);  (5) the type and description of such storage
area(s);  (6) the location of sanitary and storm drains;  (7) the name(s) of the
proposed off-premises disposal entity; and (8) an emergency preparedness plan in
the event of a release.  Additionally,  the  Environmental  Audit shall  include
copies of all required federal,  state, and local permits  concerning or related
to the  proposed  use,  storage,  or  treatment  of  Hazardous  Materials at the

<PAGE>

Premises.  Tenant shall submit a new Environmental Audit whenever it proposes to
use, store, or treat a new Hazardous Material at the Premises or when the volume
of existing  Hazardous  Materials to be used, stored, or treated at the Premises
expands by ten percent  (10%) during any thirty (30) day period.  If Landlord in
its reasonable judgment finds the Environmental Audit acceptable,  then Landlord
shall  deliver  to  Tenant  Landlord's  written  consent.  Notwithstanding  such
consent, Landlord may revoke its consent upon: (1) Tenant's failure to remain in
full  compliance  with  applicable   environmental   permits  and/or  any  other
requirements  under any federal,  state, or local law,  ordinance,  order, rule,
regulation, code or any other governmental restriction or requirement (including
but not limited to CERCLA and/or RCRA),  related to environmental  safety, human
health,  or  employee  safety;  (2) the  Tenant's  business  operations  pose or
potentially pose a human health risk to other tenants; or (3) the Tenant expands
its use, storage,  or treatment of Hazardous  Materials in a manner inconsistent
with the safe operation of a shopping center. Should Landlord consent in writing
to Tenant bringing, using, storing or treating any Hazardous Material in or upon
the  Premises,  Tenant  shall  strictly  obey and adhere to any and all federal,
state or local laws, ordinances,  orders, rules, regulations, codes or any other
governmental  restrictions or requirements  (including but not limited to CERCLA
and/or  RCRA),  which  in  any  way  regulates,   governs  or  impacts  Tenant's
possession,  use, storage,  treatment or disposal of said Hazardous Material. In
addition, Tenant represents and warrants to Landlord that (1) Tenant shall apply
for and remain in compliance with applicable RCRA and state permits;  (2) Tenant
shall report to applicable  governmental  authorities  any release of reportable
quantities of a hazardous  substance(s) as mandated by Section 103(a) of CERCLA;
(3) Tenant,  within  five (5) days of receipt,  shall send to Landlord a copy of
any  notice,  order,   inspection  report,  or  other  document  issued  by  any
governmental  authorities  relevant  to  the  Tenant's  compliance  status  with
environmental  or health and safety laws;  and, (4) Tenant shall remove from the
Premises all Hazardous Materials  introduced by Tenant,  Tenant's contractors or
agents at the termination of this Lease.

     In addition to, and in no way limiting,  Tenant's duties and obligations as
set forth in Section 11.6 of this Lease,  should Tenant breach any of its duties
and  obligations  as set  forth in this  Section  8.5 of this  Lease,  or if the
presence of any Hazardous Material introduced by Tenant, Tenant's contractors or
agents on the Premises results in contamination of the Premises, the Center, any
land other than the Center, the atmosphere,  or any water or waterway (including
groundwater),  or if  contamination  of the  Premises  or of the  Center  by any
Hazardous Material otherwise occurs for which Tenant is otherwise legally liable
to Landlord  for damages  resulting  therefrom,  Tenant  shall  indemnify,  save
harmless and, at  Landlord's  option and with  attorneys  approved in writing by
Landlord,  defend Landlord, and its contractors,  agents,  employees,  partners,
officers,  directors, and mortgagees,  if any, from any and all claims, demands,
damages, expenses, fees, costs, fines, penalties,  suits, proceedings,  actions,
causes  of  action,  and  losses of any and every  kind and  nature  (including,
without limitation,  diminution in value of the Premises or the Center,  damages
for the loss or  restriction  on use of the  rentable or usable  space or of any
amenity of the Premises or the Center,  damages  arising from any adverse impact
on marketing space in the Center,  and sums paid in settlement of claims and for
attorney's  fees,  consultant  fees and expert  fees,  which may arise during or
after  the  Lease   Term  or  any   extension   thereof  as  a  result  of  such
contamination).  This includes, without limitation, costs and expenses, incurred
in  connection  with  any  investigation  of  site  conditions  or any  cleanup,
remedial,  removal or restoration  work required by any federal,  state or local
governmental  agency or political  subdivision because the presence of Hazardous
Material  introduced by Tenant,  Tenant's  contractors or agents on or about the
Premises  or the  Center,  or  because of the  presence  of  Hazardous  Material
anywhere  else which came or  otherwise  emanated  from Tenant or the  Premises.
Without limiting the foregoing,  if the presence of any Hazardous Material on or
about the Premises or the Center  caused or  permitted by Tenant  results in any
contamination of the Premises or the Center,  Tenant shall, at its sole expense,

<PAGE>

promptly  take all actions and expense as are  necessary  to return the Premises
and/or the Center to the condition  existing  prior to the  introduction  of any
such Hazardous Material to the Premises or the Center;  provided,  however, that
Landlord's approval of such actions shall first be obtained in writing.

     Section 8.6. Painting, Decorating, Displays, Alterations.

     Tenant will not paint,  decorate or change the  architectural  treatment of
any part of the  exterior of the  Premises  nor any part of the  interior of the
Premises  visible  from  the  exterior  nor  make  any  structural  alterations,
additions  or  changes  in the  Premises  without  Landlord's  written  approval
thereto, which shall not be unreasonably withheld,  delayed or conditioned,  and
will promptly remove any such paint, decoration, alteration, addition or changes
applied or installed without  Landlord's  approval when required and restore the
Premises to an  acceptable  condition  or take such other  action  with  respect
thereto as Landlord  directs.  Promptly  after  receipt of written  request from
Tenant,  Landlord  shall  execute and deliver to Tenant or Tenant's  designee an
instrument,  on the form  submitted  by Tenant's  lender or lessor,  pursuant to
which  Landlord  waives  and  relinquishes,  in favor of any lender or lessor of
Tenant,  any lien for rent and/or security interest which Landlord may have with
respect to  Tenant's  fixtures,  machinery,  equipment,  furnishing,  furniture,
merchandise,  inventory and all other personal  property now or hereafter placed
in or upon the Premises by Tenant.

     Tenant  will  install  and  maintain  at all  times,  subject  to the other
provisions of this Section 8.6,  merchandise displays in any show windows on the
Premises;  the arrangement,  style,  color and general appearance thereof and of
displays in the  interior of the Premises  which are visible from the  exterior,
including,  but not limited to,  window  displays,  advertising  matter,  signs,
merchandise  and  store  fixtures,  shall  be  maintained  in  keeping  with the
character and standards of the Center.

     Section 8.7. Other Operations.

     If during the Lease Term Tenant directly or indirectly operates, manages or
has any  interest  whatsoever  in any other  store or  business  operated  for a
purpose  or  business  similar  to or in  competition  with  all or  part of the
business   permitted   under  Section  1.1  hereof  and  using  the  same  or  a
substantially  identical  trade  name  within  three  (3)  highway  miles of any
boundary  line of the  Center,  it will injure  Landlord's  ability and right to
receive Percentage Rent (such ability and right being a major  consideration for
this Lease and the construction of the Center). Accordingly, if Tenant operates,
manages or has such  interest  in any such store or  business  within such area,
100% of all sales made from any such other store or  business  shall be included
in the  computation  of Gross Sales and Adjusted  Gross Sales for the purpose of
determining  Percentage  Rent under this  Lease as though  said Gross  Sales and
Adjusted  Gross  Sales  had  actually  been  made at,  in or from the  Premises.
Landlord  shall have all rights of  inspection of books and records with respect
to such stores or businesses as it has with respect to the Premises;  and Tenant
shall  furnish to Landlord such reports with respect to Gross Sales and Adjusted
Gross  Sales from such  other  store or  business  as it is herein  required  to
furnish with respect to the Premises.

     Section 8.8. Sales and Dignified Use.

     Tenant shall  continuously and without  interruption,  throughout the Lease
Term in good faith,  actively use, occupy and operate the entire Premises,  with
fixtures and decor,  an inventory of goods and  merchandise and a staff of sales
personnel  adequate,  sufficient  and  appropriate  to operate the Premises as a
"first-class",  "high-quality", "fashionable" store or business (as opposed to a
"general", "promotional" or "self-service" store or business) as those standards
of operation  may be  interpreted  from time to time during the Lease Term.  The

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foregoing  description is intended only as a description of the general  quality
of the  merchandise  or  services  Tenant  may sell and the  general  quality of
customer service, merchandising, fixturing and decor Tenant must maintain in the
operation of the Premises. The foregoing description is not intended by Landlord
and  will not be  enforced  to  affect  the  retail  selling  price of  Tenant's
merchandise or services.  Tenant shall operate its business at the Premises in a
respectable,  reputable,  tasteful,  competent and dignified  manner in order to
enhance the image of the Center as a whole and its reputation as a dignified and
desirable  place to shop.  and to achieve  the  maximum  volume of sales so that
Landlord  will  receive the  maximum  amount of  Percentage  Rent from Tenant or
percentage  rent from other  tenants and  occupants of the Center.  No public or
private  auction or any fire,  "going out of  business,"  bankruptcy  or similar
sales or auctions  shall be  conducted  in or from the Premises and the Premises
shall  not be used in a  disreputable  or  immoral  manner  or in  violation  of
national, state or local laws.

     Section 8.9. Rules and Regulations.

     Tenant  shall  comply  with the  following  rules and  regulations  and any
reasonable,   nondiscriminatory   amendments  thereto  as  developed  by  Center
management:  (i)  Tenant  shall  advise and cause its  vendors  to  deliver  all
merchandise before noon on Mondays through Fridays, not at other times; (ii) all
deliveries  are to be made to designated  service or receiving  areas and Tenant
shall request  delivery  trucks to approach their service or receiving  areas by
designated  service  routes and drives;  (iii)  tractor  trailers  which must be
unhooked or parked must use steel plates under dolly wheels to prevent damage to
the asphalt paving  surface.  In addition,  wheel blocking must be available for
use.  Tractor trailers are to be removed from the loading areas after unloading.
No parking or storing of such  trailers  will be permitted  in the Center;  (iv)
except for small parcel  packages,  no deliveries will be permitted  through the
malls unless  Tenant does not have a rear  service  door.  In such event,  prior
arrangements must be made with the Mall Manager for delivery.  Merchandise being
received shall  immediately  be moved into Tenant's  Premises and not be left in
the  service or  receiving  areas;  (v) Tenant is  responsible  for  storage and
removal  of its trash,  refuse  and  garbage.  Tenant  shall not  dispose of the
following items in sinks or commodes:  plastic products  (plastic bags,  straws,
boxes);  sanitary napkins; tea bags; cooking fats, cooking oils; any meat scraps
or cutting residue; petroleum products (gasoline, naptha, kerosene,  lubricating
oils); paint products (thinner,  brushes);  or any other item which the same are
not designed to receive. All Store Floor Area of Tenant,  including  vestibules,
entrances  and  returns,  doors,  fixtures,  windows and plate  glass,  shall be
maintained  in a safe,  neat and clean  condition;  (vi) other than as permitted
under  the  provisions  of the  Lease,  Tenant  shall not  permit or suffer  any
advertising  medium to be placed on mall  walls,  on  Tenant's  mall or exterior
windows,  on standards in the mall, on the sidewalks or on the parking lot areas
or light poles.  No permission,  expressed or implied,  is granted to exhibit or
display any banner, pennant, sign, and trade or seasonal decoration of any size,
style or material  within the Center,  outside the Premises;  (vii) Tenant shall
not permit or suffer the use of any objectionable  advertising  medium which can
be heard or experienced outside of the Premises, including, without limiting the
generality of the  foregoing,  flashing  lights,  searchlights,  loud  speakers,
phonographs,  radios or television. No radio, television, or other communication
antenna equipment or device is to be mounted,  attached,  or secured to any part
of the roof, exterior surface, or anywhere outside the Premises, unless Landlord
has  previously  given its written  consent;  (viii)  Tenant shall not permit or
suffer merchandise of any kind at any time to be placed,  exhibited or displayed
outside its  Premises,  nor shall Tenant use the exterior  sidewalks or exterior
walkways of its Premises to display, store or place any merchandise.  No sale of
merchandise by tent sale, truck load sale or the like, shall be permitted on the
parking lot or other  common  areas;  (ix) Tenant shall not permit or suffer any
portion of the Premises to be used for lodging  purposes,  nor conduct or permit
any unusual firing,  explosion or other damaging or dangerous  hazard within the

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Premises or the Common  Area;  (x) Tenant shall not permit or suffer any portion
of the  Premises  to be used for any  warehouse  operation,  or any  assembling,
manufacturing,   distilling,   refining,  smelting,  industrial,   agricultural,
drilling or mining operation, adult bookstore or cinema, peepshow, entertainment
or sale of products of an obscene or pornographic nature or predominately sexual
nature;  (xi) Tenant shall not, in or on any part of the Common Area:  (a) vend,
peddle or solicit orders for sale or  distribution of any  merchandise,  device,
service,  periodical, book, pamphlet or other matter whatsoever; (b) exhibit any
sign, placard,  banner, notice or other written material,  except for activities
as  approved in writing by  Landlord;  (c)  distribute  any  circular,  booklet,
handbill,  placard or other  material,  except for  activities  as  approved  in
writing by  Landlord;  (d)  solicit  membership  in any  organization,  group or
association  or  contribution  for any  purpose;  (e) create a public or private
nuisance; (f) use any Common Areas (including the Enclosed Mall) for any purpose
when none of the  other  retail  establishments  within  the  Center is open for
business  or  employment,  except  for  activities  as  approved  in  writing by
Landlord; (g) throw, discard or deposit any paper, glass or extraneous matter of
any kind except in  designated  receptacles,  or create litter or hazards of any
kind;  (h)  deface,  damage or  demolish  any sign,  light  standard or fixture,
landscaping materials or other improvement within the Center, or the property of
customers, business invitees or employees situated within the Center.

                                   ARTICLE IX

                         MAINTENANCE OF LEASED PREMISES

     Section 9.1. Maintenance by Landlord.

     Landlord  shall keep or cause to be kept the  foundations,  roof,  exterior
walls and other  structural  portions of the walls of the Premises in compliance
with all applicable laws and  governmental  rules,  ordinances,  regulations and
requirements,  and in good order, repair and condition except for damage thereto
due to the acts or omissions of Tenant,  its agents or  employees.  or invitees.
The foregoing provision shall not prejudice Landlord's right to include the cost
of maintaining the roof over the Premises within the provisions of Article VI of
this Lease.  Landlord  shall  commence  required  repairs as soon as  reasonably
practicable after receiving written notice from Tenant thereof. This Section 9.1
shall not apply in case of damage or  destruction  by fire or other  casualty or
condemnation or eminent domain,  in which events the obligations of Landlord and
Tenant shall be controlled  by Article XVI and XVII.  Except as provided in this
Section 9.1 Lease Landlord shall not be obligated to make repairs,  replacements
or improvements of any kind upon the Premises, or to any equipment, merchandise,
stock in trade,  facilities or fixtures therein,  all of which shall be Tenant's
responsibility,  but Tenant shall give  Landlord  prompt  written  notice of any
accident,  casualty, damage or other similar occurrence in or to the Premises or
the Common Areas of which Tenant has knowledge.

     Section 9.2. Maintenance by Tenant.

     Subject to Section 9.1,  Tenant shall at all times,  at Tenant's  sole cost
and expense,  keep the Premises (including all entrances and vestibules) and all
partitions,  window and window frames and mouldings, glass, store fronts, doors,
door openers, fixtures, equipment and appurtenances thereof (including lighting,
heating,  electrical,  plumbing,  ventilating and air conditioning  fixtures and
systems and other mechanical  equipment and  appurtenances) and all parts of the
Premises, and parts of Tenant's Work not on the Premises, not required herein to
be  maintained  by  Landlord,  in good  order,  condition  and repair and clean,
orderly, sanitary and safe, damage by unavoidable casualty excepted,  (including
but not limited to doing such things as are  necessary  to cause the Premises to
comply  with  applicable  laws,  ordinances,  rules,  regulations  and orders of
governmental  and public  bodies and  agencies,  such as but not  limited to the
Americans with  Disabilities Act of 1990 and the  Williams-Steiger  Occupational

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Safety and Health Act). If replacement of equipment,  fixtures and appurtenances
thereto is  necessary,  Tenant  shall  replace  the same with new or  completely
reconditioned equipment, fixtures and appurtenances, and repair all damages done
in or by such replacement. If Tenant fails to perform its obligations hereunder,
Landlord  without  notice may, but shall not be obligated to,  perform  Tenant's
obligations or perform work  resulting from Tenant's acts,  actions or omissions
and add the cost of the same to the next installment of Minimum Monthly Rent due
hereunder.

     Section 9.3. Surrender of Premises.

     At the expiration of the Lease Term, Tenant shall surrender the Premises in
good  the  same  condition  as  they  were  required  to be in on  the  Required
Completion  Date,  reasonable  wear and tear and damage by unavoidable  casualty
excepted,  and deliver all keys for, and all  combinations  on locks,  safes and
vaults in, the Premises to Landlord at Landlord's notice address as specified in
Section 1.1 or, at  Landlord's  option,  to the office of the  Center's  general
manager.

                                    ARTICLE X

                         ALTERATIONS AND TENANT'S LIENS

     Section 10.1. Remodeling. INTENTIONALLY DELETED.

     Section 10.2. Removal and Restoration by Tenant.

     All  alterations,  changes and  additions and all  improvements,  including
leasehold  improvements,  made by Tenant  whether part of Tenant's  Work or not,
shall  immediately  upon  installation  attach to the fee and become  Landlord's
property and shall not be removed unless  replaced by like  property.  If Tenant
fails to remove any shelving, decorations, equipment, trade fixtures or personal
property from the Premises prior to the end of the Lease Term, they shall become
Landlord's  property and Tenant shall repair or pay for the repair of any damage
done to the  Premises  resulting  from  removing  same but not for  painting  or
redecorating the Premises.

     Section 10.3. Tenant's Liens.

     A. Tenant shall not suffer any mechanics' or materialmen's lien to be filed
against  the  Premises  or the  Center  by reason of work,  labor,  services  or
materials  performed or  furnished  to Tenant or anyone  holding any part of the
Premises under Tenant. If any such lien shall at any time be filed as aforesaid,
Tenant may contest the same in good faith,  but,  notwithstanding  such contest,
Tenant shall, within fifteen (15) days after the filing thereof, cause such lien
to be  released  of  record  by  payment,  bond,  order of a court of  competent
jurisdiction,  or  otherwise.  In the event of  Tenant's  failure  to release of
record any such lien within the aforesaid period,  Landlord may remove said lien
by paying the full amount thereof or by bonding or in any other manner  Landlord
deems appropriate,  without investigating the validity thereof, and irrespective
of the fact that Tenant may contest the  propriety  or the amount  thereof,  and
Tenant,  upon  demand,  shall pay Landlord the amount so paid out by Landlord in
connection  with the discharge of said lien,  together with interest  thereon at
the rate of twelve percent (12%) per annum and reasonable  expenses  incurred in
connection  therewith,  including reasonable  attorneys' fees, which amounts are
due and  payable to  Landlord  as  additional  rent on the first day of the next
following month.  Landlord shall have the right to deduct the expenses  incurred
by Landlord pursuant to this Section 10.3 from Landlord's  contribution  towards
Tenant's Work, if any.  Nothing  contained in this Lease shall be construed as a
consent on the part of Landlord to subject  Landlord's estate in the Premises to
any lien or  liability  under  the lien laws of the  State  where the  Center is
located.  Tenant's  obligation  to observe and perform any of the  provisions of

<PAGE>

this Section 10.3 shall survive the  expiration of the Lease Term or the earlier
termination of this Lease.

     B. Tenant  shall not create or suffer to be created a security  interest or
other lien against any  improvements,  additions or other  construction  made by
Tenant in or to the Premises or against any  equipment or fixtures  installed by
Tenant therein (other than Tenant's property),  and should any security interest
be created in breach of the  foregoing,  Landlord shall be entitled to discharge
the same by exercising the rights and remedies  afforded it under paragraph A of
this Section.

                                   ARTICLE XI

                                    INSURANCE

     Section 11.1. By Landlord.

     Landlord shall carry commercial general liability insurance (either through
the  purchase of insurance or a  self-insurance  plan) on those  portions of the
Common Areas included in Landlord's  Tract  providing  coverage of not less than
$5,000,000.00  against  liability for bodily injury including death and personal
injury for any one (1) occurrence and  $1,000,000.00  property damage insurance,
or combined single limit insurance in the amount of $5,000,000.00.

     Landlord shall also carry insurance for fire, extended coverage, vandalism,
malicious mischief and other endorsements deemed advisable by Landlord, insuring
all improvements on Landlord's  Tract,  including the Premises and all leasehold
improvements thereon and appurtenances  thereto (excluding Tenant's merchandise,
trade fixtures,  furnishings,  equipment,  personal property and excluding plate
glass) for the full insurable value thereof,  with such  deductibles as Landlord
deems advisable,  such insurance  coverage to include  improvements  provided by
Tenant as set forth in Exhibit "B" and "B-2" as Tenant's  Work  (excluding  wall
covering,  floor covering,  carpeting and drapes) and Landlord's Work as defined
in Exhibit "B"; Tenant agrees to pay Landlord, as additional rent, the Insurance
Charge set forth in Article I, payable in equal installments on the first day of
every  calendar  month during the Lease Term,  prorated  for partial  months and
partial  Lease  Years,  as Tenant's  share of the cost of the  premiums for such
insurance  described  above in this  sentence.  At the end of the first  Partial
Lease Year and each Lease Year thereafter,  the amount thus to be paid by Tenant
shall be adjusted  from time to time as  required  (but shall never be less than
the above amount) in direct ratio to the increase or decrease in the cost of the
premiums  paid by Landlord  for such  insurance  coverage.  Notwithstanding  the
foregoing provision, in no event shall the increase in Tenant's Insurance Charge
for the second  full  calendar  year  following  the  Commencement  Date and any
subsequent  calendar year exceed six percent (6%) of Tenant's  Insurance  Charge
for the preceding calendar year.

     Section 11.2. By Tenant.

     Tenant  agrees  to carry  commercial  general  liability  insurance  on the
Premises  during the Lease Term,  covering  the Tenant and naming the  Landlord,
Simon DeBartolo Group,  Inc., and the property  management company as additional
insureds with terms and companies  reasonably  satisfactory  to Landlord,  on an
Occurrence  form  with a limit of not less  than  $1,000,000.00  for any one (1)
occurrence,  together with primary, Umbrella or Excess insurance in an amount of
not  less  than  $2,000,000.00.  Tenant's  insurance  will  include  contractual
liability  coverage  recognizing this Lease,  products and completed  operations
liability  and  providing  that  Landlord and Tenant shall be given a minimum of
thirty (30) days written notice by the insurance  company prior to cancellation,
termination or change in such  insurance.  Tenant also agrees to carry insurance
against fire and such other risks as are from time to time required by Landlord,
including,  but not limited to, a standard  "All-Risk"  (i.e.  "Special  Form"),

<PAGE>

which may be a blanket policy,  policy of property insurance  protecting against
all risk of physical loss or damage,  including  without  limitation,  sprinkler
leakage coverage and plate glass insurance or self-insurance  covering all plate
glass in the Premises  (including store fronts), in amounts not less than 80% of
the  actual  replacement  cost,  covering  all of  Tenant's  merchandise,  trade
fixtures,   furnishing,  wall  covering,  floor  covering,   carpeting,  drapes,
equipment and all items of personal  property of Tenant located on or within the
Premises.  Upon the  Commencement  Date and  annually  thereafter,  Tenant shall
provide  Landlord with  certificates  or, at Landlord's  request,  copies of the
policies, evidencing that such insurance is in full force and effect and stating
the  terms  thereof,  including  all  endorsements.  The  minimum  limits of the
commercial  general  liability  policy  of  insurance  shall in no way  limit or
diminish  Tenant's  liability  under Section 11.6 hereof and shall be subject to
increase,  not to exceed a maximum limit of $3,000,000.00 combined single limit,
at any time, and from time to time,  after the  commencement  of the fifth (5th)
year of the Lease Term if Landlord in the  exercise of its  reasonable  judgment
shall deem same necessary for adequate protection. Within thirty (30) days after
demand therefor by Landlord, Tenant shall furnish Landlord with evidence that it
has  complied  with  such  demand.  Prior  to the  Commencement  Date,  Tenant's
insurance coverage shall be governed by the provisions of Exhibit "B".

     Notwithstanding the above mentioned  commercial general liability insurance
policy limit for Tenant,  if Tenant after  obtaining  Landlord's  prior  written
consent,  does or intends to bring,  possess,  use, store,  treat or dispose any
Hazardous Material (herein defined) in or upon the Premises or Center,  Landlord
shall have the right,  as a  condition  to such  consent,  to require  Tenant to
purchase  additional  public  liability  insurance with coverage of no less than
Five Million and 00/100 Dollars  ($5,000,000.00)  and to purchase  environmental
impairment  liability  insurance  with coverage of no less than Five Million and
00/100  Dollars  ($5,000,000.00)  with a  deductible  of no  greater  than Fifty
Thousand and 00/100 Dollars  ($50,000.00)  to insure that anything  contaminated
with or by the  Hazardous  Material  be  removed  from the  Premises  and/or the
Center,  and that the Premises  and/or the Center be restored to a clean,  neat,
attractive, healthy, sanitary and non-contaminated condition.

     Section 11.3. Mutual Waiver of Subrogation Rights.

     Notwithstanding  anything to the contrary contained in this Lease, Landlord
and Tenant and all parties claiming,  by, through or under them mutually release
and discharge each other from all claims and liabilities  arising from or caused
by any casualty or hazard  covered or required  hereunder to be covered in whole
or in part by insurance on the Premises or Center in connection with property on
or  activities  conducted  on the  Premises  or  Center,  and waive any right of
subrogation  which might  otherwise  exist in or accrue to any person on account
thereof and further agree to evidence such waiver by endorsement to the required
insurance  policies,  provided  that such release  shall not operate in any case
where the  insurance  industry in general  takes the  position  that such waiver
would effect is to  invalidate or increase the cost of such  insurance  coverage
(provided  that in the case of  increased  cost,  the other party shall have the
right,  within thirty (30) days following  written notice, to pay such increased
cost or, in  Tenant's  case,  Tenant's  pro rata  share of such  increased  cost
thereby keeping such release and waiver in full force and effect).

     Section 11.4. Waiver.

     Notwithstanding anything to the contrary contained in this Lease, except to
the  extent  caused by the  negligence,  willful  act or breach of this Lease by
Landlord,  or its agents,  employees or  contractors,  Landlord,  its agents and
employees,  shall not be liable for, and Tenant  waives all claims for,  loss or
damage,  including but not limited to consequential damages, to person, property
or  otherwise,  sustained  by  Tenant  or any  person  claiming  through  Tenant
resulting  from any accident,  casualty or occurrence in or upon any part of the

<PAGE>

Center including,  but not limited to, claims for damage resulting from: (a) any
equipment or  appurtenances  becoming out of repair;  (b) Landlord's  failure to
keep any part of the Center in repair; (c) injury done or caused by wind, water,
or other natural element;  (d) any defect in or failure of plumbing,  heating or
air conditioning equipment, electric wiring or installation thereof, gas, water,
and steam pipes, stairs,  porches,  railings or walks; (e) broken glass; (f) the
backing up of any sewer pipe or downspout; (g) the bursting,  leaking or running
of any tank, tub, washstand,  water closet,  waste pipe, drain or any other pipe
or tank in,  upon or about the  Premises;  (h) the escape of steam or hot water;
(i)  water,  snow or ice upon the  Premises;  (j) the  falling  of any  fixture,
plaster or stucco;  (k) damage to or loss by theft or  otherwise  of property of
Tenant or  others;  (l) acts or  omissions  of persons  in the  Premises,  other
tenants in the Center, occupants of nearby properties, or any other persons; and
(m) any act or  omission of owners of adjacent  or  contiguous  property,  or of
Landlord,  its agents or employees.  All property of Tenant kept in the Premises
shall be so kept at Tenant's risk only and Tenant shall save  Landlord  harmless
from claims arising out of damage to the same,  including  subrogation claims by
Tenant's insurance carrier.

     Section 11.5. Insurance - Tenant's Operation.

     Tenant  will not do or suffer to be done  anything  which  will  contravene
Landlord's  insurance  policies or prevent Landlord from procuring such policies
in amounts and companies  selected by Landlord.  If anything done, omitted to be
done or suffered to be done by Tenant in, upon or about the Premises shall cause
the rates of any  insurance  effected or carried by Landlord on the  Premises or
other  property  to be  increased  beyond  the  regular  rate  from time to time
applicable to the Premises for use for the purpose  permitted  under this Lease,
or such other  property  for the use or uses made  thereof,  Tenant will pay the
amount of such increase  promptly upon Landlord's demand and Landlord shall have
the right to correct any such condition at Tenant's  expense.  In the event that
this Lease so permits and Tenant engages in the  preparation of food or packaged
foods or engages  in the use,  sale or storage  of  inflammable  or  combustible
material,  Tenant shall install chemical  extinguishing  devices (such as ansul)
approved by Underwriters  Laboratories  and Factory Mutual and the  installation
thereof must be approved by the appropriate  local authority.  Tenant shall keep
such devices under service as required by such organizations.  If gas is used in
the Premises, Tenant shall install gas cut-off devices (manual and automatic).

     Section 11.6. Indemnification.

     Notwithstanding anything to the contrary contained in this Lease, except to
the  extent  caused by the  negligence,  willful  act or breach of this Lease by
Landlord, or its agents,  employees or contractors,  Tenant shall save harmless,
indemnify,  and at Landlord's option, defend Landlord, its agents and employees,
and mortgagee,  if any, from and against any and all liability,  liens,  claims,
demands, damages,  expenses, fees, costs, fines, penalties,  suits, proceedings,
actions and causes of action of any and every kind and nature arising or growing
out of or in any way  connected  with  Tenant's  use,  occupancy,  management or
control of the Premises or Tenant's  operations,  conduct or  activities  in the
Center.

                                   ARTICLE XII

                   OFFSET STATEMENT, ATTORNMENT, SUBORDINATION

     Section 12.1. Offset Statement.

     Within thirty (30) ten (10) days after  Landlord's  written  request Tenant
shall  deliver,  executed  in  recordable  form  a  declaration  to  any  person
designated by Landlord (a) ratifying  this Lease;  (b) stating the  commencement
and termination  dates;  and (c) certifying (i) that this Lease is in full force

<PAGE>

and effect and has not been assigned, modified,  supplemented or amended (except
by such writings as shall be stated),  (ii) that all conditions under this Lease
to be performed by Landlord have been satisfied  (stating  exceptions,  if any),
(iii) that no  defenses  or offsets  against  the  enforcement  of this Lease by
Landlord exist (or stating those claimed): (iv) as to advance rent, if any, paid
by Tenant,  (v) the date to which  rent has been paid,  (vi) as to the amount of
security  deposited with Landlord,  and (vii) such other information as Landlord
reasonably requires. Persons receiving such statements shall be entitled to rely
upon them.  Landlord  shall  execute and deliver  similar  statements  to Tenant
within thirty (30) days after Tenant's request therefor from time to time.

     Section 12.2. Attornment.

     Tenant shall,  in the event of a sale or assignment of Landlord's  interest
in the  Premises or the  building in which the Premises is located or this Lease
or Landlord's Tract, or if the Premises or such building comes into the hands of
a mortgagee,  ground  lessor or any other person  whether  because of a mortgage
foreclosure,  exercise of a power of sale under a mortgage,  termination  of the
ground lease,  or otherwise,  attorn to the purchaser or such mortgagee or other
person and recognize the same as Landlord  hereunder.  Tenant shall execute,  at
Landlord's  request,   any  attornment  agreement  reasonably  required  by  any
mortgagee,  ground lessor or other such person to be executed,  containing  such
provisions as such mortgagee, ground lessor or other person reasonably requires.

     Section 12.3. Subordination.

     A.  Mortgage.  This Lease shall be  secondary,  junior and  inferior at all
times to the lien of any  mortgage and to the lien of any deed of trust or other
method of  financing or  refinancing  (hereinafter  collectively  referred to as
"mortgage") now or hereafter existing against all or a part of Landlord's Tract,
and to all renewals, modifications,  replacements, consolidations and extensions
thereof, and Tenant shall execute and deliver all documents reasonably requested
by any  mortgagee  or security  holder to effect such  subordination.  If Tenant
fails to execute and  deliver  any such  document  requested  by a mortgagee  or
security holder to effect such  subordination,  Landlord is hereby authorized to
execute such documents and take such other steps as are necessary to effect such
subordination on behalf of Tenant as Tenant's duly authorized  irrevocable agent
and attorney-in-fact.

     B. Construction,  Operation and Reciprocal Easement Agreements.  This Lease
is  subject  and  subordinate  to  one  (1)  or  more  construction,  operation,
reciprocal easement or similar agreements (hereinafter referred to as "Operating
Agreements")  entered into or hereafter to be entered into between  Landlord and
other owners or lessees of real estate  (including but not limited to owners and
operators  of  department  stores)  within or near the Center  (which  Operating
Agreements  have been or will be recorded in the official  records of the County
wherein  the  Center  is  located)  and to any and all  easements  and  easement
agreements which may be or have been entered into with or granted to any persons
heretofore  or  hereafter,  whether such persons are located  within or upon the
Center or not, and Tenant shall execute such instruments as Landlord  reasonably
requests to evidence such subordination.

     Section 12.4. Failure to Execute Instruments.

     Tenant's  failure to execute  instruments or  certificates  provided for in
this  Article  XII within  twenty  (20)  fifteen  (15) days after the mailing by
Landlord of a written  request by Landlord,  when such failure  continues for an
additional 10 days after a second request by Landlord,  shall be a default under
this Lease.

                                  ARTICLE XIII


<PAGE>

                     ASSIGNMENT, SUBLETTING AND CONCESSIONS

     Section 13.1. Consent Required.

     Tenant shall not sell, assign,  mortgage,  pledge or in any manner transfer
this Lease or any interest therein,  nor sublet all or any part of the Premises,
nor license concessions nor lease departments therein,  without Landlord's prior
written  consent  in each  instance,  which  consent  shall not be  unreasonably
withheld,  delayed or  conditioned.  Consent by  Landlord to any  assignment  or
subletting  shall  not  waive  the  necessity  for  consent  to  any  subsequent
assignment or subletting.  This prohibition shall include a prohibition  against
any  subletting  or assignment by operation of law. If this Lease is assigned or
the  Premises  or any part  sublet or  occupied  by anybody  other than  Tenant,
Landlord may collect rent from the assignee, subtenant or occupant and apply the
same to the rent herein reserved, but no such assignment,  subletting, occupancy
or  collection  of rent  shall be  deemed a waiver of any  restrictive  covenant
contained in this Section 13.1 or the  acceptance of the assignee,  subtenant or
occupant as tenant, or a release of Tenant from the performance by Tenant of any
covenants on the part of Tenant herein contained. Any assignment (a) as to which
Landlord  has  consented;  or  (b)  which  is  required  by  reason  of a  final
nonappealable order of a court of competent  jurisdiction;  or (c) which is made
by  reason  of and in  accordance  with the  provisions  of any law or  statute,
including,  without  limitation,  the laws governing  bankruptcy,  insolvency or
receivership  shall be subject to all terms and  conditions  of this Lease,  and
shall not be effective or deemed valid unless, at the time of such assignment:

     1. Each assignee or (as to its subleased space) sublessee shall agree, in a
written  agreement  satisfactory to Landlord,  to assume and abide by all of the
terms and provisions of this Lease,  including  those which govern the permitted
uses of the Premises as described in Article VIII herein; and

     2. Each assignee or sublessee has submitted a current financial  statement,
audited  by a  certified  public  accountant,  showing a net  worth and  working
capital in amounts reasonably  determined by Landlord to be sufficient to assure
the future  performance  by such  assignee or sublessee of Tenant's  obligations
hereunder; and

     3.  Each  assignee  or  sublessee  has  submitted,  in  writing,   evidence
reasonably  satisfactory  to Landlord of  substantial  retailing  experience  in
shopping centers of comparable size to the Center and in the sale of merchandise
and services permitted under Article VIII of this Lease; and

     4. The business  reputation  of each  assignee or  sublessee  shall meet or
exceed generally acceptable commercial standards; and

     5. The use of the Premises by each assignee or sublessee shall not violate,
or create any potential  violation of applicable laws, codes or ordinances,  nor
violate any other agreements  affecting the Premises,  Landlord or other tenants
in the Center,  so long as such other  agreements do not impair Tenant's ability
to use the Premises in accordance with Section 1.1(m).

     6. Tenant shall pay Landlord an Assignment Fee as reimbursement to Landlord
for  administrative  and legal expenses  incurred by Landlord in connection with
any assignment or subletting.  The Assignment Fee initially will be One Thousand
and 00/100  Dollars  ($1,000.00)  and shall  increase  by One Hundred and 00/100
Dollars ($100.00) at the end of each full Lease Year of the Lease Term.

     In the event of any assignment or subletting as provided above, there shall
be paid to Landlord,  in addition to the Minimum  Annual Rent and other  charges
due Landlord pursuant to this Lease,  such additional  consideration as shall be
attributable  to the right of use and  occupancy of the  Premises,  whenever the
same is receivable by Tenant,  together with, as additional rent, the greater of

<PAGE>

(i) the excess, if any, of the rent and other charges payable by the assignee or
sublessee over the Minimum Annual Rent and other charges payable under the Lease
to Landlord by Tenant  pursuant  to this Lease,  or (ii) the highest  Percentage
Rent  payable  under  the  Lease by Tenant  during  the  three  (3) Lease  Years
immediately preceding such assignment or subletting.  Such additional rent shall
be paid to  Landlord  concurrently  with the  payments  of Minimum  Annual  Rent
required  under this Lease,  and Tenant shall remain  primarily  liable for such
payments.  Notwithstanding  any  assignment or  subletting,  Tenant shall remain
fully liable on this Lease and for the  performance of all terms,  covenants and
provisions of this Lease.

     Neither  Tenant nor any other person having an interest in the  possession,
use,  occupancy  or  utilization  of the  Premises  shall  enter into any lease,
sublease, license, concession,  assignment or other agreement for use, occupancy
or  utilization  for space in the  Premises  which  provides for rental or other
payment for such use, occupancy, or utilization based in whole or in part on the
net income or profits derived by any person from the part leased, used, occupied
or utilized (other than an amount based on a fixed  percentage or percentages of
receipts  or  sales),  and that  any such  proposed  lease,  sublease,  license,
concession,   assignment  or  other  agreement  shall  be  absolutely  void  and
ineffective  as a conveyance  of any right or interest in the  possession,  use,
occupancy or utilization of any part of the Premises.

     Notwithstanding  anything to the contrary contained in this Lease,  without
Landlord's  consent and without  increase  in rent and/or  payment to  Landlord,
Tenant shall have the right to assign this Lease  and/or  sublet the Premises to
any person, corporation or entity which is (i) Tenant's parent corporation, (ii)
a wholly-owned  subsidiary of Tenant or of Tenant's parent corporation,  (iii) a
corporation  or entity  of which a  controlling  interest  is owned by Tenant or
Tenant's  parent  corporation,  (iv) the  surviving  entity  in the event of any
merger  or  consolidation   involving  Tenant;  and/or  (v)  the  buyer  in  one
transaction of all or substantially all of Tenant's assets.

     In the event of a proposed assignment or sublease which requires Landlord's
consent hereunder,  Landlord shall not unreasonably  withhold its consent,  with
respect to a proposed change of use and/or trade name in connection therewith.

     Section 13.2. Change in Ownership. INTENTIONALLY DELETED.

                                   ARTICLE XIV

                        PROMOTIONAL FUND AND ADVERTISING

     Section 14.1. Provisions Relating to Promotional Fund.

     Landlord  may,  at its  option,  create and  maintain  an  advertising  and
promotional fund (hereinafter referred to as the "Fund"), the primary purpose of
which is to provide sums necessary for professional  advertising and promotional
services which benefit the tenants in the Center. In the event the Landlord does
create  and  maintain  the Fund,  Tenant  agrees  to  contribute  to such  Fund,
beginning upon the later to occur of (a) the Commencement  Date, or (b) the date
the Fund is  created,  the  Promotional  Fund  Fixed  Contribution  set forth in
Article I, payable in equal monthly  installments,  in advance, on the first day
of each  and  every  month  (pro  rated  for  partial  months).  Landlord  shall
contribute an amount equal to one-fourth  (1/4) of the monies collected from all
tenants in the Center during each calendar year,  which sum may be paid in whole
or in part by Landlord,  at its option, by providing the services of a Marketing
Director or other person or persons under Landlord's  exclusive  control to help
organize and implement  advertising and  promotional  programs using assets from
the Fund. Any  overpayment or  underpayment  of such amount by Landlord shall be
adjusted  annually.  The Promotional Fund Fixed  Contribution shall be increased
annually  commencing  with the creation of the Fund based upon the lesser of (i)

<PAGE>

five  percent  (5%) or  (ii)  the  increase  of the  Consumer  Price  Index  (as
hereinafter  defined) during the preceding twelve (12) month period. In addition
to  its  other  obligations  contained  herein,  Tenant  agrees  that  it  shall
participate  and cooperate in all special sales and promotions  sponsored by the
Fund.  The failure of any other tenant or any Major Tenant to  contribute to the
Fund shall not affect Tenant's obligations hereunder.

     The term  "Consumer  Price  Index" as used in this Lease shall mean "United
States City  Average  All Items for All Urban  Consumers  (CPI-U,  1982-84=100)"
published by the Bureau of Labor Statistics of the U.S.  Department of Labor. If
the  publication  of the  Consumer  Price  Index  of the  U.S.  Bureau  of Labor
Statistics is discontinued, comparable statistics on the purchasing power of the
consumer  dollar  published by a responsible  financial  periodical  selected by
Landlord shall be used for making such computations.

     Section 14.2. Advertising. INTENTIONALLY DELETED.

     Section 14.3. Media Fund.

     Landlord  may,  at its  option,  create  and  maintain  a Media  Fund,  the
exclusive  purpose of which  shall be to pay all costs and  expenses  associated
with the purchase of electronic,  print or outdoor advertising for the promotion
of the Center.  In the event  Landlord  does create and maintain the Media Fund,
Tenant agrees to contribute to such Fund,  beginning  upon the later to occur of
(a) the Commencement  Date or (b) the date the Media Fund is created,  the Media
Fund Charge set forth in Article I, payable in equal  monthly  installments,  in
advance,  on the first  day of each and  every  month  (pro  rated  for  partial
months).

     The Media Fund Charge shall be adjusted  annually  annually by a percentage
equal to the lesser of (i) five percent (5%) or (ii) the percentage  increase or
decrease in the  electronic,  print and outdoor  advertising  rates of the media
used for advertising and promotions in the preceding  calendar year in the media
market in which the Center is located,  provided, however that said charge shall
not be less than as  originally  set forth  herein.  Following the close of each
calendar  year,  Landlord  shall  furnish  Tenant a statement  for the preceding
calendar  year showing the amounts  expended by Landlord for media  advertising.
Tenant  hereby  authorizes  Landlord  to use  Tenant's  trade  name  and a brief
description  of  Tenant's  business  in  connection  with any media  advertising
purchased pursuant to this Section.

                                   ARTICLE XV

                                SECURITY DEPOSIT

     Section 15.1. Amount of Deposit. INTENTIONALLY DELETED

                                   ARTICLE XVI

                             DAMAGE AND DESTRUCTION

     Section 16.1. Damage and Destruction.

     If the Premises are  hereafter  damaged or destroyed or rendered  partially
untenantable for their permitted use by fire or other casualty insured under the
coverage  which  Landlord is obligated to carry pursuant to Section 11.1 hereof,
Landlord shall promptly  repair the same to  substantially  the condition  which
they were in  immediately  prior to the  happening of such  casualty  (excluding
stock in trade, fixtures,  furniture,  furnishings,  carpeting,  floor covering,
wall covering,  drapes and equipment),  and from the date of such casualty until
the  earlier of (i) 60 days after  Landlord  has  re-delivered  the  Premises to
Tenant in the same  condition as it was in on the initial  delivery to Tenant or

<PAGE>

(ii) the date Tenant  reopens in the  Premises,  Premises  are so  repaired  and
restored,  only the Minimum  Monthly Rent and Additional  Rent payments  payable
hereunder  shall  abate in such  proportion  as the part of said  Premises  thus
destroyed  or  rendered  untenantable  bears to the  total  Premises;  PROVIDED,
HOWEVER,  that  Landlord  be  entitled  to  terminate  this  Lease  shall not be
obligated to repair and restore if such casualty is not covered by the insurance
which  Landlord is  obligated  to carry  pursuant to Section  11.1 hereof and if
Landlord does not elect to terminate this Lease within sixty (60) days after the
occurance,  Landlord  shall be  obligated to restore and rent shall abate in the
manner  provided above for insured events or is caused directly or indirectly by
the  negligence  of Tenant,  its  agents,  and  employees  and in either of such
events,  no portion  of the  Minimum  Monthly  Rent and other  payments  payable
hereunder shall abate, and PROVIDED, FURTHER, that Landlord shall be entitled to
terminate this Lease if Landlord  would  otherwise be not be obligated to expend
for any  repair or  restoration  an amount in excess of the  insurance  proceeds
received by Landlord therefor,  and provided,  further,  that if the Premises be
damaged, destroyed or rendered untenantable for their accustomed uses by fire or
other  casualty  to the extent of more than fifty  percent  (50%) of the cost to
replace the  Premises  during the last three (3) years of the Lease  Term,  then
Landlord or Tenant shall have the right to terminate this Lease  effective as of
the date of such casualty by giving to the other party Tenant, within sixty (60)
days after the happening of such casualty,  written notice of such  termination.
If such notice be given,  this Lease shall terminate and Landlord shall promptly
repay to Tenant any rent theretofore paid in advance which was not earned at the
date of such casualty.  Any time that Landlord  repairs or restores the Premises
after damage or  destruction,  then Tenant shall promptly  repair or replace its
stock in trade,  fixtures,  furnishings,  furniture,  carpeting,  wall covering,
floor  covering,  drapes,  equipment  and  Premises  to  substantially  the same
condition as they were in immediately  prior to the casualty,  and if Tenant has
closed  its  business,  Tenant  shall  promptly  reopen  for  business  upon the
completion of such repairs.

     Notwithstanding anything to the contrary set forth herein, in the event all
or any  portion of the Center  shall be  damaged or  destroyed  by fire or other
cause  (notwithstanding  that the Premises may be  unaffected  thereby),  to the
extent the cost of restoration  thereof would exceed thirty percent (30%) of the
amount it would have cost to replace the Center in its entirety at the time such
damage or destruction occurred,  then Landlord provided that Landlord terminates
the leases of all other similarly  situated  tenants of the Center may terminate
this Lease by giving Tenant thirty (30) days prior notice of Landlord's election
to do so,  which  notice  shall be given,  if at all,  within  ninety  (90) days
following the date of such  occurrence.  In the event of the termination of this
Lease as aforesaid, this Lease shall cease thirty (30) days after such notice is
given,  and the rent and other  charges  hereunder  shall be adjusted as of that
date.

     Notwithstanding  anything to the contrary  contained in this Lease,  in the
event the  Center,  or any portion  thereof,  is damaged or  destroyed  and as a
result thereof  Tenant is denied  reasonable  access to the Premises  and/or the
Common  Areas,  and is therefore  unable to operate its business in the Premises
and in fact ceases such  operation,  then, all rent shall abate from the date of
the casualty  until Tenant is again  reasonably  able to operate its business in
the Premises.

     Notwithstanding  anything to the contrary contained in this Lease, Landlord
shall not be entitled to  terminate  this Lease  pursuant to this Article XVI if
Landlord commences reconstruction of the Premises within twenty-four (24) months
following the date of the casualty.


                                  ARTICLE XVII


<PAGE>

                                 EMINENT DOMAIN

     Section 17.1. Condemnation.

     If any  portion of the  Premises  or fifteen  percent  (15%) or more of the
Center shall be acquired or condemned by right of eminent  domain or transferred
by  agreement  in lieu of  condemnation  for any  public or quasi  public use or
purpose,  or if an  Operating  Agreement  is  terminated  as a result of such an
acquisition  or  condemnation,  then Landlord at its election may terminate this
Lease by giving  notice to Tenant of its  election,  and in such  event  rentals
shall be apportioned  and adjusted as of the date of  termination.  If the Lease
shall not be terminated as aforesaid,  then it shall  continue in full force and
effect,  and  Landlord  shall  within a  reasonable  time  after  possession  is
physically  taken  (subject  to delays due to shortage  of labor,  materials  or
equipment, labor difficulties,  breakdown of equipment, government restrictions,
fires,  other  casualties  or other  causes  beyond  the  reasonable  control of
Landlord) repair or rebuild what remains of the Premises for Tenant's occupancy;
and a just  proportion of the Minimum Annual Rent shall be abated,  according to
the  nature  and extent of the injury to the  Premises  until such  repairs  and
rebuilding are completed, and thereafter for the balance of the Lease Term.

     Section 17.2. Damages.

     Landlord reserves, and Tenant assigns to Landlord, all rights to damages on
account of any taking or  condemnation  or any act of any public or quasi public
authority for which damages are payable.  Tenant shall execute such  instruments
of  assignment  as Landlord  requires,  join with Landlord in any action for the
recovery of damages,  if requested  by  Landlord,  and turn over to Landlord any
damages  recovered in any  proceeding.  If Tenant  fails to execute  instruments
required by Landlord, or undertake such other steps as requested, Landlord shall
be deemed the duly authorized  irrevocable agent and  attorney-in-fact of Tenant
to  execute  such  instruments  and  undertake  such  steps on behalf of Tenant.
However,  Landlord  does not  reserve any  damages  payable  for trade  fixtures
installed by Tenant at its own cost which are not part of the realty.

                                  ARTICLE XVIII

                                DEFAULT BY TENANT

     Section 18.1. Right to Re-Enter.

     The following shall be considered for all purposes to be defaults under and
breaches  of this  Lease:  (a) any  failure  of  Tenant to pay any rent or other
amount when due hereunder  for more than ten (10) days after  written  notice of
such  failure;  (b) any failure by Tenant to perform or observe any other of the
terms,  provisions,  conditions and covenants of this Lease for more than thirty
(30) ten (10) days after written notice of such failure (or such additional time
as is  reasonably  required to correct such  default);  (c) a  determination  by
Landlord that Tenant has  willfully  submitted any false Gross Sales or Adjusted
Gross Sales report  required to be furnished  hereunder and Tenant  subsequently
fails to submit a correct Gross Sales or Adjusted Gross Sales  statement  within
thirty (30) fifteen (15) days after receipt of written notice from Landlord; (d)
anything  done by  Tenant,  for  more  than  two (2)  business  days  (excluding
holidays) after Tenant's receipt of written notice,  at Tenant's notice address,
upon or in connection with the Premises or the  construction of any part thereof
which  directly or  indirectly  interferes in any way with, or results in a work
stoppage in connection with, construction of any part of the Center or any other
tenant's  space;  (e) the bankruptcy or insolvency of Tenant or the filing by or
against Tenant of a petition in bankruptcy or for  reorganization or arrangement
or for the  appointment of a receiver or trustee of all or a portion of Tenant's
property,  or Tenant's  assignment  for the benefit of creditors;  (f) if Tenant
abandons or vacates or does not do business in the Premises or (g) this Lease or

<PAGE>

Tenant's  interest herein or in the Premises or any improvements  thereon or any
property of Tenant on or at the Premises are executed  upon or attached;  or (h)
the Premises  come into the hands of any person other than  expressly  permitted
under this Lease,  or (i) any claim or lien is asserted or recorded  against the
interest of Landlord in the Premises or Center,  or any portion thereof,  on the
account  of,  or  extending  from  any  improvement  or  work  done by or at the
instance,  or for the  benefit  of Tenant at  Tenant's  request,  or any  person
claiming by, through or under Tenant or from any improvement or work the cost of
which is the responsibility of Tenant,  and the same is not released,  dismissed
or  discharged  within  thirty  (30) days after  receipt of written  demand from
Landlord.  In any such event,  and without grace  period,  demand or notice (the
same being hereby waived by Tenant),  Landlord,  in addition to all other rights
or  remedies  it may  have,  shall  have  the  right  thereupon  or at any  time
thereafter to terminate  this Lease by giving notice to Tenant  stating the date
upon which such termination shall be effective, and shall have the right, either
before or after any such  termination,  to re-enter and take  possession  of the
Premises, remove all persons and property from the Premises, store such property
at  Tenant's  expense,  and sell such  property  if  necessary  to  satisfy  any
deficiency in payments by Tenant as required  hereunder,  all without  notice or
resort to legal  process and without being deemed guilty of trespass or becoming
liable  for any loss or  damage  occasioned  thereby.  Nothing  herein  shall be
construed to require  Landlord to give any notice before  exercising  any of its
rights and remedies  provided for in Section 3.3 of this Lease.  Notwithstanding
anything  to the  contrary  herein  contained,  if Tenant  commits  any  default
hereunder  for or  precedent  to which or with respect to which notice is herein
required,  and commits such defaults  within twelve (12) months  thereafter,  no
notice shall  thereafter  be required to be given by Landlord as to or precedent
to any such  subsequent  default during such twelve (12) month period (as Tenant
hereby  waiving the same) before  exercising  any or all  remedies  available to
Landlord.

     Section 18.2. Right to Relet.

     If  Landlord  re-enters  the  Premises  as above  provided,  or if it takes
possession  pursuant to legal proceedings or otherwise,  it may either terminate
this Lease,  but Tenant 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,  or it may,  from time to time,  without
terminating this Lease,  make such alterations and repairs as it deems advisable
to relet the Premises,  and relet the Premises or any part thereof for such term
or terms  (which may extend  beyond the Lease Term) and at such rentals and upon
such  other  terms and  conditions  as  Landlord  in its sole  discretion  deems
advisable;  upon each such reletting all rentals received by Landlord  therefrom
shall be applied,  first, to any indebtedness other than rent due hereunder from
Tenant  to  Landlord;  second,  to pay any  costs  and  expenses  of  reletting,
including  brokers and  attorneys'  fees and costs of  alterations  and repairs;
third, to rent due hereunder, and the residue, if any, shall be held by Landlord
and applied in payment of future rent as it becomes due hereunder.

     If rentals received from such reletting during any month are less than that
to be paid during that month by Tenant  hereunder,  Tenant shall immediately pay
any such  deficiency  to  Landlord.  No  re-entry  or taking  possession  of the
Premises by Landlord  shall be construed as an election to terminate  this Lease
unless a written notice of such termination is given by Landlord.

     Notwithstanding any such reletting without termination, Landlord may at any
time  thereafter  terminate  this  Lease for any prior  breach  or  default.  If
Landlord  terminates this Lease for any breach, or otherwise takes any action on
account  of  Tenant's  breach or default  hereunder,  in  addition  to any other
remedies it may have, it may recover from Tenant all damages  incurred by reason
of such  breach or  default,  including  the cost of  recovering  the  Premises,
brokerage  fees and  expenses  of placing the  Premises  in rentable  condition,

<PAGE>

attorneys' fees, and an amount equal to the difference  between the Minimum Rent
and all items of  additional  rents  reserved  hereunder  for the  period  which
otherwise  would  have  constituted  the  balance of the Lease Term and the then
present  rental  value of the  Premises  for such  period,  both  discounted  in
accordance  with accepted  financial  practice to the then present worth, at the
average rate established and announced for United States Treasury Bills,  with a
maturity of thirteen (13) weeks at the four (4) weekly auctions held immediately
prior to the date of such termination [the four (4) week average bill rate], all
of which  shall  immediately  be due and  payable  by  Tenant  to  Landlord.  In
determining  the  rental  value of the  Premises,  the  rental  realized  by any
reletting,  if such reletting be  accomplished  by Landlord  within a reasonable
time after the termination of this Lease,  shall be deemed prima facie to be the
rental value, but if Landlord shall not undertake to relet or having  undertaken
to relet, has not accomplished reletting,  then it will be conclusively presumed
that the Minimum Rent and all items of additional rent reserved under this Lease
represent  the rental value of the  Premises  for the purposes  herein (in which
event  Landlord may recover from Tenant,  the full total of all Minimum Rent and
all items of  additional  rent due  hereunder,  discounted  to present  value as
hereinbefore  provided).  Landlord  shall,  however,  account  to Tenant for the
Minimum Rent and  additional  rents received from persons using or occupying the
Premises during the period  representing  that which would have  constituted the
balance  of the  Lease  Term,  but only at the end of said  period,  and only if
Tenant shall have paid to Landlord its damages as provided  herein,  and only to
the extent of sums recovered from Tenant as Landlord's  damages,  Tenant waiving
any claim to any surplus.  Nothing  herein  contained,  however,  shall limit or
prejudice the right of Landlord to prove and obtain as damages by reason of such
termination,  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.

     Tenant's  obligation to reimburse  Landlord for attorneys' fees as referred
to in this Lease shall  include all  reasonable  legal costs,  fees and expenses
arising out of (i) Tenant's  default in the  performance or observance of any of
the terms,  covenants,  conditions  or  obligations  contained in this Lease and
Landlord places the enforcement of all or any part of this Lease, the collection
of any rent due or to become due or the recovery of  possession  of the Premises
in the hands of an  attorney  or (ii)  Landlord's  incurring  any fees or out of
pocket  costs in any  litigation,  negotiation  or  transaction  in which Tenant
causes  Landlord to be involved or  concerned,  in either  event  regardless  of
whether or not suit is actually filed.

     In the  event of any  breach or  threatened  breach by Tenant of any of the
terms and provisions of this Lease,  Landlord shall have the right to injunctive
relief as if no other remedies were provided for herein for such breach.

     Any rights and  remedies  reserved by, or granted to,  Landlord  under this
Lease,  at law or in equity,  are  distinct,  separate and  cumulative,  and the
exercise of any one of them shall not be deemed to preclude,  waive or prejudice
Landlord's right to exercise any or all others.

     Tenant  expressly  waives any right to assert a defense based on merger and
agrees  that  neither  the  commencement  of any action or  proceeding,  nor the
settlement thereof,  nor the entry of judgment therein,  shall bar Landlord from
bringing any subsequent actions or proceedings from time to time.

     Wherever  in this Lease  Landlord  has  reserved or is granted the right of
"reentry" into the Premises,  the use of such word is not intended, nor shall it
be construed, to be limited to its technical legal meaning.

     Tenant  waives  and  releases  any claim  arising  out of or related to the
payment of  percentage  rent by any successor  tenant in the  Premises,  to whom
Landlord may relet the Premises.  , but nothing  contained herein shall obligate

<PAGE>

Landlord to relet if Tenant shall default hereunder.

     Except as otherwise  specifically required by this Lease, Tenant waives any
and all statutory and legal notice requirements.

     Any action, suit or proceeding relating to, arising out of or in connection
with the terms,  conditions  and covenants of this Lease shall may be brought by
Landlord  against  Tenant in the  Circuit  or  Superior  Court of Orange  Marion
County,  California.  Indiana Tenant hereby waives any objection to jurisdiction
or venue in any proceeding  before said Court.  Nothing  contained  herein shall
affect the right of  Landlord to bring any action,  suit or  proceeding  against
Tenant in the courts of any other jurisdictions.

     Section 18.3. Counterclaim.

     If Landlord  commences any  proceedings  for  non-payment  of rent (Minimum
Annual Rent,  Percentage Rent or additional rent), Tenant will not interpose any
permissive  or  noncompulsory  or  mandatory   counterclaim.   required  by  the
applicable  procedural  rules of the Court.  The covenants to pay rent and other
amounts  hereunder are  independent  covenants and Tenant shall have no right to
hold back, offset or fail to pay any such amounts for default by Landlord or any
other reason whatsoever.

     Section 18.4. Waiver of Rights of Redemption.

     To the extent  permitted  by law,  Landlord  and Tenant  waives any and all
rights of redemption granted by or under any present or future laws if Tenant is
evicted or dispossessed for any cause, or if Landlord obtains  possession of the
Premises due to Tenant's default hereunder or otherwise.

     Section 18.5. Waiver of Trial by Jury.

     To the extent  permitted by applicable  law,  Tenant hereby waives trial by
jury in any action,  proceeding or counterclaim  brought by either party against
the other on any matter  whatsoever  arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant created hereby, Tenant's use
or occupancy of the Premises or any claim or injury or damage.

     Section 18.6. Bankruptcy.

     A.  Assumption  of Lease.  In the event  Tenant shall become a Debtor under
Chapter 7 of the Bankruptcy  Code ("Code") or a petition for  reorganization  or
adjustment of debts is filed  concerning  Tenant under  Chapters 11 or 13 of the
Code, or a proceeding is filed under Chapter 7 and is transferred to Chapters 11
or 13, the  Trustee or Tenant,  as Debtor and as  Debtor-In-Possession,  may not
elect to assume this Lease unless,  at the time of such assumption,  the Trustee
or Tenant has:


     1. Cured or provided Landlord "Adequate Assurance" (as defined below) that:

     (a) Within ten (10) days from the date of such  assumption  the  Trustee or
Tenant will cure all monetary defaults under this Lease and compensate  Landlord
for any actual  pecuniary loss resulting  from any existing  default,  including
without limitation,  Landlord's reasonable costs, expenses,  accrued interest as
set forth in Section 4.2 of the Lease,  and attorneys' fees incurred as a result
of the default;

     (b) Within thirty (30) days from the date of such assumption the Trustee or
Tenant will cure all non-monetary defaults under this Lease; and

     (c) The assumption will be subject to all of the provisions of this Lease.
<PAGE>

     2. For purposes of this Section 18.6, Landlord and Tenant acknowledge that,
in the context of a  bankruptcy  proceeding  of Tenant,  at a minimum  "Adequate
Assurance" shall mean:

     (a)  The  Trustee  or  Tenant  has and  will  continue  to have  sufficient
unencumbered   assets  after  the  payment  of  all  secured   obligations   and
administrative  expenses to assure Landlord that the Trustee or Tenant will have
sufficient  funds to fulfill the obligations of Tenant under this Lease,  and to
keep the Premises  stocked with merchandise and properly staffed with sufficient
employees  to conduct a  fully-operational,  actively  promoted  business in the
Premises; and

     (b) The Bankruptcy Court shall have entered an Order segregating sufficient
cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid
and perfected  first lien and security  interest  and/or mortgage in property of
Trustee  or Tenant  acceptable  as to value and kind to  Landlord,  to secure to
Landlord the  obligation  of the Trustee or Tenant to cure the  monetary  and/or
non-monetary  defaults under this Lease within the time periods set forth above;
and

     (c) The  Trustee or Tenant at the very least  shall  deposit a sum equal to
one (1) month's rent to be held by Landlord  (without any allowance for interest
thereon) to secure Tenant's future performance under the Lease.

     B.  Assignment  of Lease.  If the  Trustee or Tenant has  assumed the Lease
pursuant to the  provisions  of this  Section  18.6 for the purpose of assigning
Tenant's interest hereunder to any other person or entity,  such interest may be
assigned only after the Trustee,  Tenant or the proposed  assignee have complied
with  all of the  terms,  covenants  and  conditions  of  Section  13.1  herein,
including, without limitation, those with respect to additional rent and the use
of the Premises  only as  permitted in Article VIII herein;  Landlord and Tenant
acknowledging  that  such  terms,  covenants  and  conditions  are  commercially
reasonable in the context of a bankruptcy  proceeding  of Tenant.  Any person or
entity to which this Lease is assigned  pursuant to the  provisions  of the 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  request  execute  and  deliver to  Landlord  an
instrument confirming such assignment.

     C. Adequate Protection.  Upon the filing of a petition by or against Tenant
under the Code, Tenant, as Debtor and as  Debtor-in-Possession,  and any Trustee
who may be appointed agree to adequately protect Landlord as follows:

     (1) To perform each and every  obligation  of Tenant under this Lease until
such time as this Lease is either rejected or assumed by Order of the Bankruptcy
Court; and

     (2) To pay all monetary  obligations  required under this Lease,  including
without limitation, prorated from the date of filing until the date of rejection
or  assumption  of the Lease or the payment of Minimum  Monthly  Rent,  and such
other additional rent charges payable  hereunder which is considered  reasonable
compensation for the use and occupancy of the Premises; and

     (3)  Provide  Landlord a minimum  thirty  (30) days prior  written  notice,
unless  a  shorter  period  is  agreed  to in  writing  by the  parties,  of any
proceeding relating to any assumption of this Lease or any intent to abandon the
Premises, which abandonment shall be deemed a rejection of this Lease; and

     (4) To perform to the  benefit of  Landlord  otherwise  required  under the
Code.


<PAGE>

     The failure of Tenant to comply with the above shall result in an automatic
rejection of this Lease.

     D. Accumulative  Rights.  The rights,  remedies and liabilities of Landlord
and Tenant set forth in this  Section  18.6 shall be in  addition to those which
may now or hereafter be accorded,  or imposed  upon,  Landlord and Tenant by the
Code. -------------------

                                   ARTICLE XIX

                               DEFAULT BY LANDLORD

     Section 19.1. Default Defined, Notice.

     Landlord  shall  in no  event  be  charged  with  default  in  any  of  its
obligations  hereunder  unless and until  Landlord  shall have failed to perform
such  obligations  within  thirty  (30)  days  (or  such  additional  time as is
reasonably  required  to  correct  any such  default)  after  written  notice to
Landlord by Tenant, specifically describing such failure.

     Section 19.2. Notice to First Mortgagee.

     If the holder of the first mortgage  covering the Premises shall have given
written  notice to Tenant of the address to which  notices to such holder are to
be sent,  Tenant shall give such holder written notice  simultaneously  with any
notice  given to Landlord of any default of Landlord,  and if Landlord  fails to
cure any default asserted in said notice within the time provided above,  Tenant
shall  notify  such  holder in writing of the  failure to cure,  and said holder
shall  have the right but not the  obligation,  within  thirty  (30) days  after
receipt of such second  notice,  to cure such default before Tenant may take any
action by reason of such default.

                                   ARTICLE XX

                                TENANT'S PROPERTY

     Section 20.1. Taxes on Leasehold.

     Tenant  shall be  responsible  for and  shall  pay  before  delinquent  all
municipal,  county,  federal or state taxes coming due during or after the Lease
Term against Tenant's interest in this Lease or against personal property of any
kind owned or placed in, upon or about the Premises by Tenant.

     Section 20.2. Assets of Tenant. INTENTIONALLY DELETED.

                                   ARTICLE XXI

                               ACCESS BY LANDLORD

     Section 21.1. Right of Entry.

     Landlord,  its  agents  and  employees  shall  have the  right to enter the
Premises from time to time at reasonable times to examine the same, show them to
prospective  purchasers and other persons,  and upon reasonable  prior notice to
Tenant,  make such repairs,  alterations,  improvements or additions as Landlord
deems desirable.  Except as herein provided, rent shall not abate while any such
repairs, alterations, improvements, or additions are being made. During the last
six (6)  months  of the  Lease  Term,  Landlord  may  exhibit  the  Premises  to
prospective  tenants. and maintain upon the Premises notices deemed advisable by
Landlord. In addition, during any apparent emergency, Landlord or its agents may
enter the Premises forcibly without liability therefor and without in any manner
affecting  Tenant's  obligations  under this Lease.  Nothing  herein  contained,

<PAGE>

however, shall be deemed to impose upon Landlord any obligation,  responsibility
or liability whatsoever, for any care, maintenance or repair except as otherwise
herein expressly provided. During any entry into the Premises Landlord shall use
its best efforts to minimize  interference  with Tenant's  business  operations.
Notwithstanding  anything to the contrary  contained in this Lease, in the event
that due to any  entry by or on  behalf  of  Landlord  into  the  Premises,  the
Premises are rendered wholly or partially  untenantable,  then during the period
of such  untenantablity  all rent and charges  shall abate in  proportion to the
degree to which Tenant's use of the Premises is impaired.

                                  ARTICLE XXII

                            HOLDING OVER, SUCCESSORS

     Section 22.1. Holding Over.

     If Tenant  holds over or occupies  the  Premises  beyond the Lease Term (it
being agreed there shall be no such holding over or occupancy without Landlord's
written consent),  no tenancy or interest in the Premises shall result therefrom
but such holding over shall be subject to  immediate  eviction and removal,  and
effective  upon notice from  Landlord to Tenant,  Tenant  shall pay Landlord for
each day of such  holding  over a sum equal to the  greater  of (a) one  hundred
fifty percent  (150%) twice the Minimum  Monthly Rent prorated for the number of
days of such  holding  over,  or (b) Minimum  Annual Rent plus  Percentage  Rent
prorated for the number of days of such holding over, plus,  whichever of (a) or
(b) is  applicable,  a prorata  portion of all other  amounts which Tenant would
have been required to pay hereunder had this Lease been in effect.

     Section 22.2. Successors.

     All rights and  liabilities  herein given to or imposed upon the respective
parties hereto shall bind and inure to the several respective heirs, successors,
administrators,  executors and assigns of the parties and if Tenant is more than
one (1) person,  they shall be bound  jointly and severally by this Lease except
that no rights shall inure to the benefit of any assignee or subtenant of Tenant
unless the  assignment  or  sublease  was  approved  by  Landlord  in writing as
provided in Section  13.1 hereof.  Landlord,  at any time and from time to time,
may make an  assignment  of its interest in this Lease and, in the event of such
assignment,  Landlord and its successors and assigns (other than the assignee of
Landlord's  interest in this Lease) shall be released from any and all liability
thereafter accruing hereunder.

                                  ARTICLE XXIII

                                 QUIET ENJOYMENT

     Section 23.1. Landlord's Covenant.

     If Tenant pays the rents and other amounts  herein  provided,  observes and
performs all the covenants,  terms and conditions hereof, Tenant shall peaceably
and quietly hold and enjoy the Premises for the Lease Term without  interruption
by Landlord or any person or persons  claiming  by,  through or under  Landlord,
subject, nevertheless, to the terms and conditions of this Lease.

                                  ARTICLE XXIV

                                  MISCELLANEOUS

     Section 24.1. Waiver.

     No waiver by  Landlord  or Tenant of any  breach of any term,  covenant  or
condition  hereof shall be deemed a waiver of the same or any subsequent  breach

<PAGE>

of the same or any other term, covenant or condition.  The acceptance of rent by
Landlord  shall not be deemed a waiver  of any  earlier  breach by Tenant of any
term, covenant or condition hereof,  regardless of Landlord's  knowledge of such
breach when such rent is accepted. No covenant,  term or condition of this Lease
shall be deemed waived by Landlord or Tenant unless waived in writing.

     Section 24.2. Accord and Satisfaction.

     Landlord  is  entitled  to accept,  receive and cash or deposit any payment
made by Tenant for any reason or purpose or in any amount whatsoever,  and apply
the same at Landlord's option to any obligation of Tenant and the same shall not
constitute  payment of any amount owed except that to which Landlord has applied
the same. No  endorsement or statement on any check or letter of Tenant shall be
deemed an accord  and  satisfaction  or  otherwise  recognized  for any  purpose
whatsoever.  The  acceptance  of any such  check  or  payment  shall be  without
prejudice  to  Landlord's  right to recover any and all  amounts  owed by Tenant
hereunder and Landlord's right to pursue any other available remedy.

     Section 24.3. Entire Agreement.

     There are no representations,  covenants, warranties, promises, agreements,
conditions or undertakings,  oral or written,  between Landlord and Tenant other
than  herein set  forth.  Except as herein  otherwise  provided,  no  subsequent
alteration,  amendment,  change or addition to this Lease shall be binding  upon
Landlord  or Tenant  unless in writing and signed by them.  Tenant  acknowledges
that it has  independently  investigated  the  potential  for the success of its
operations  in  the  Center  and  has  not  relied  upon  any   inducements   or
representations  on the part of Landlord or  Landlord's  representatives,  other
than those contained in the Lease.  Tenant also acknowledges and agrees that, to
the extent any  projections,  materials or discussions  have related to Tenant's
projected or likely sales  volume,  customer  traffic or  profitability,  Tenant
understands  that any and all such  projections,  materials and  discussions are
based  solely  upon   Landlord's   experiences  at  other   properties  or  upon
standardized  marketing  studies,  and  that  such  projections,  materials  and
discussions  shall not be construed  as a promise or guarantee  that Tenant will
realize the same or similar results.

     Section 24.4. No Partnership.

     Landlord  does  not,  in any  way or for any  purpose,  become  a  partner,
employer, principal, master, agent or joint venturer of or with Tenant.

     Section 24.5. Force Majeure.

     If either party  hereto  shall be delayed or hindered in or prevented  from
the  performance of any act required  hereunder by reason of strikes,  lockouts,
labor troubles,  inability to procure  material,  failure of power,  restrictive
governmental  laws  or  regulations,  riots,  insurrection,  war,  environmental
remediation  work  whether  ordered  by any  governmental  body  or  voluntarily
initiated or other reason of a like nature not the fault of the party delayed in
performing  work or doing acts  required  under this  Lease,  the period for the
performance  of any such act shall be extended  for a period  equivalent  to the
period  of such  delay.  Notwithstanding  the  foregoing,  from  and  after  the
Commencement  Date the  provisions of this Section 24.5 shall at no time operate
to excuse Tenant from the  obligation  to open for business on the  Commencement
Date,  except in the event of an industry wide strike,  nor any  obligations for
payment of Minimum Annual Rent,  Percentage  Rent,  additional rent or any other
payments required by the terms of this Lease when the same are due, and all such
amounts  shall be paid  when  due.  In the event  Tenant  encounters  any of the
foregoing  prior  to the  Commencement  Date,  the  Commencement  Date  shall be
postponed  by a period  equal to the  length  of any such  prevention,  delay or
stoppage,  but in to no event shall the Commencement Date be postponed to a date

<PAGE>

later than the date Tenant  initially  opens the  Premises  for  business to the
public.

     Section 24.6. Submission of Lease.

     Submission  of this Lease to Tenant does not  constitute an offer to lease;
this Lease shall become  effective only upon  execution and delivery  thereof by
Landlord and Tenant. Upon execution of this Lease by Tenant, Landlord is granted
an  irrevocable  option for fifteen  (15) sixty (60) days to execute  this Lease
within said period and thereafter  return a fully  executed copy to Tenant.  The
effective  date of this  Lease  shall be the date  filled in on Page 1 hereof by
Landlord,  which  shall be the date of  execution  by the last of the parties to
execute the Lease.

     Section 24.7. Notices.

     All notices and other  communications  ("Notice") to be given  hereunder by
either party shall be written and sent by registered or certified  mail,  return
receipt  requested,  postage  pre-paid or by an express mail  delivery  service,
addressed  to the party  intended  to be  notified  at the  address set forth in
Article I. Either party may, at any time, or from time to time, notify the other
in writing of a  substitute  address  for that above set forth,  and  thereafter
notices shall be directed to such substitute address.  Notice given as aforesaid
shall be  sufficient  service  thereof and shall be deemed  given as of the date
received or the date on which  delivery is first  refused,  as  evidenced by the
return  receipt of the registered or certified mail or the express mail delivery
receipt,  as the case may be. A duplicate  copy of all notices from Tenant shall
be sent to any mortgagee as provided for in Section 19.2.

     Section 24.8. Captions and Section Numbers.

     This Lease shall be construed  without  reference to titles of Articles and
Sections, which are inserted only for convenience of reference.

     Section 24.9. Number and Gender.

     The use herein of a singular  term shall  include the plural and use of the
masculine, feminine or neuter genders shall include all others.

     Section 24.10. Objection to Statements. INTENTIONALLY DELETED.

     Section 24.11. Representation by Tenant.

     If Tenant is or will be a corporation,  the persons executing this Lease on
behalf of Tenant hereby  covenants and warrants that Tenant is a duly  qualified
corporation  authorized to do business in the state where the Center is located,
that all  franchise  and  corporate  taxes have been paid to date and all future
forms,  reports,  fees and other  documents  necessary to comply with applicable
laws will be filed when due, and the person  signing this Lease on behalf of the
corporation is an officer of Tenant,  and is duly authorized to sign and execute
this Lease.

     Tenant hereby  represents  and warrants  that (a) there are no  proceedings
pending or so far as Tenant knows threatened  before any court or administrative
agency that would materially adversely affect the financial condition of Tenant,
the ability of Tenant to enter into this Lease or the validity or enforceability
of this Lease;  (b) there is no provision of any existing  mortgage,  indenture,
contract or agreement  binding on Tenant which would conflict with or in any way
prevent the execution,  delivery or performance of the terms of this Lease;  (c)
the financial  statement of Tenant  provided to Landlord in connection with this
Lease are complete  and correct and fairly  present the  financial  condition of
Tenant  as of the date and for the  period  referred  to  therein  and have been

<PAGE>

prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied;  and (d) there has been no material adverse change in the
financial  condition of Tenant since the date of such financial statement and to
the  knowledge  of Tenant,  no such  material  adverse  changes  are  pending or
threatened.  Tenant  acknowledges  that  Landlord  is  executing  this  Lease in
reliance  upon  the  foregoing   representation   and  warranty  and  that  such
representation and warranty is a material element of the consideration  inducing
Landlord to enter into and execute this Lease.

     Section 24.12. Joint and Several Liability.

     If Tenant is a partnership  or other business  organization  the members of
which are subject to personal liability, the liability of each such member shall
be deemed to be joint and several.

     Section 24.13. Limitation of Liability.

     Anything  to the  contrary  herein  notwithstanding,  no general or limited
partner of the Landlord, or any general or limited partner of any partner of the
Landlord,  or any  shareholder  of any  corporate  partner of any partner of the
Landlord,  or any other holder of any equity interest in the Landlord, or in any
entity comprising the Landlord or its partners,  shall be personally liable with
respect to any of the terms, covenants, conditions and provisions of this Lease,
or the  performance  of  Landlord's  obligations  under  this  Lease,  nor shall
Landlord or any of said constituent parties have any liability to Tenant for any
consequential  damages such as, but not limited to, lost profits.  The liability
of  Landlord  for  Landlord's  obligations  under this Lease shall be limited to
Landlord's  interest in the Center, and Tenant shall look solely to the interest
of Landlord,  its successors and assigns, in the Center, for the satisfaction of
each and every remedy of Tenant against  Landlord.  Tenant shall not look to any
of Landlord's  other assets  seeking  either to enforce  Landlord's  obligations
under this Lease, or to satisfy any money or deficiency  judgment for Landlord's
failure to perform such obligations,  such exculpation of personal  liability is
and shall be absolute and without any exception whatsoever.

     The term  "Landlord"  shall mean only the owner at the time in  question of
the  present  Landlord's  interest  in the  Center.  In the  event  of a sale or
transfer of the Center (by operation of law or otherwise) or in the event of the
making of a lease of all or substantially  all of the Center, or in the event of
a sale or transfer (by operation of law or  otherwise)  of the leasehold  estate
under any such lease,  the grantor,  transferor  or lessor,  as the case may be,
shall be and hereby is (to the extent of the  interest  or portion of the Center
or leasehold  estate sold,  transferred  or leased)  automatically  and entirely
released  and  discharged,  from and after the date of such  sale,  transfer  or
leasing of all liability with respect of the  performance of any of the terms of
this Lease on the part of Landlord thereafter to be performed; provided that the
purchaser, transferee or lessee (collectively,  "Transferee") shall be deemed to
have assumed and agreed to perform,  subject to the  limitations of this Section
(and without further  agreement  between the other parties hereto, or among such
parties and the Transferee)  and only during and in respect of the  Transferee's
period of  ownership of the  Landlord's  interest  under this Lease,  all of the
terms of this Lease on the part of Landlord to be  performed  during such period
of ownership,  it being intended that Landlord's obligations hereunder shall, as
limited by this Section, be binding on Landlord, its successors and assigns only
during and in respect of their respective, successive periods of ownership.

     Section 24.14. Broker's Commission.

     Except for Tenant's  agreement with BDH Associates,  each party  represents
and warrants that it has caused or incurred no claims for brokerage  commissions
or finder's fees in connection with the execution of this Lease,  and each party
shall  indemnify and hold the other  harmless  against and from all  liabilities

<PAGE>

arising  from any such  claims  caused  or  incurred  by it  (including  without
limitation, the cost of attorneys' fees in connection therewith).

     Section 24.15. Partial Invalidity.

     If any provision of this Lease or the application  thereof to any person or
circumstance  shall to any extent be invalid or unenforceable,  the remainder of
this Lease,  or the  application of such  provision to persons or  circumstances
other  than  those as to which it is  invalid  or  unenforceable,  shall  not be
affected thereby and each provision of this Lease shall be valid and enforceable
to the  fullest  extent  permitted  by law. ;  provided,  however,  if  Tenant's
obligation to pay Percentage Rent or Tenant's obligation to continuously operate
its business in the Premises is deemed invalid or unenforceable as determined by
Landlord based upon the then applicable statutes or case law, then Landlord may,
at any time  thereafter,  terminate  this Lease by giving  Tenant  notice of its
election,  and this Lease shall  terminate  and become null and void thirty (30)
days after said notice.

     Section 24.16. Recording.

     The parties  agree not to place this Lease of record but each party  shall,
at the  request of the other,  execute and  acknowledge  so that the same may be
recorded a Short Form Lease or Memorandum of Lease,  indicating  the Lease Term,
but omitting  rent and other  terms,  and an  Agreement  specifying  the date of
commencement  and  termination of the Lease Term;  provided,  however,  that the
failure to record said Short Form Lease,  Memorandum of Lease or Agreement shall
not affect or impair the validity  and  effectiveness  of this Lease.  The party
requesting  the  instrument  Tenant shall pay all costs,  taxes,  fees and other
expenses in connection with or prerequisite to recording.

     Section 24.17. Applicable Law.

     This Lease shall be construed  under the laws of the state where the Center
is located.

     Section 24.18. Mortgagee's Approval. INTENTIONALLY DELETED.

     Section 24.19. Unrelated Business Taxable Income.

     A. If at any time  and from  time to time  during  the term of this  Lease,
Landlord  is  advised by its  counsel or counsel to a tax exempt  partner of the
managing partner of Landlord that any provision of this Lease, including without
limitation the provisions  relating to the payment of rent and additional  rent,
or the absence of any provision  might give rise to unrelated  business  taxable
income within the meaning of sections 512 of the Internal  Revenue Code of 1986,
as  amended,  or  the  regulations  issued  thereunder,  or may  jeopardize  the
tax-exempt  status of any partner in  Landlord  or any partner in a  partnership
that is a partner in Landlord,  or may prevent any such  partner from  obtaining
such tax-exempt  status,  then this Lease shall may be  unilaterally  amended by
Landlord in such manner as shall meet the requirements  reasonably  specified by
counsel for  Landlord and Tenant  agrees that it will  execute all  documents or
instruments  reasonably  necessary to effect such  amendments,  provided that no
such amendment shall increase Tenant's obligations nor decrease Tenant's rights,
nor  result  on an  estimated  or actual  basis in  Tenant  having to pay in the
aggregate  more on account of its  occupancy  of the  Premises  than it would be
required  to pay under  the terms of this  Lease,  or  having to  receive  fewer
services or services of lesser quality than it is presently  entitled to receive
under this Lease.

     B. Any  services  which  Landlord is  required  to furnish  pursuant to the
provisions of this Lease may, at Landlord's  option,  be furnished  from time to
time, in whole or in part, by employees of Landlord or the managing agent of the

<PAGE>

Project or its  employees or by one or more third  persons  hired by Landlord or
the managing agent of the Project.  Tenant agrees that upon  Landlord's  written
request it will enter into  direct  agreements  with the  managing  agent of the
Project or other parties  designated by Landlord for the  furnishing of any such
services  required  to be  furnished  by  Landlord  herein,  in form and content
approved by Landlord,  provided,  however, that no such contract shall result on
an estimated or actual basis in Tenant having to pay in the aggregate more money
on account of its  occupancy of the Premises  under the terms of this Lease,  or
having to receive  fewer  services or services  of a lesser  quality  than it is
presently entitled to receive under this Lease.

     Section  24.20.  Parties To Have No Liability If Shopping  Center Not Open.
INTENTIONALLY DELETED.

     Section 24.21. Landlord's Contribution Toward Tenant's Work.

     Within  thirty  (30) days after the date When Tenant has  completed  all of
Tenant's  Work in strict  accordance  with Exhibit "B" and "B-2" by the Required
Completion Date and furnishes  evidence  reasonably  satisfactory to Landlord of
such  completion  and that all of Tenant's Work has been paid for in full and no
liens have  attached or may attach as the result  thereof,  provided that Tenant
shall not be required to provide lien  waivers or other proof as to  contractors
or  materialmen  having  contracts  involving  $10,000.00  or less each,  and no
default in, breach of, or failure to perform, this Lease exists after notice and
expiration  of the  applicable  cure period,  and Tenant has paid or  reimbursed
Landlord all amounts owed to Landlord  pursuant to this Lease and has opened its
store for business  and  accepted  the Premises in writing in a form  reasonably
prescribed by Landlord or its mortgagee, and has executed such other instruments
and documents as are required by Landlord's  mortgagee to be executed,  Landlord
shall pay to Tenant as  Landlord's  Contribution,  if any, for Tenant's Work the
sum equal to the  lesser  of (i)  $148,975.00,  determined  as  provided  for in
Section 2.1 hereof,  or (ii) the actual cost of Tenant's Work  (excluding  trade
fixtures,  furniture and furnishings or other personal  property),  and no more,
subject  to  Landlord's  right to deduct  any  Minimum  Rent,  Percentage  Rent,
additional rent, expenditures by Landlord pursuant to Section 10.3 of the Lease,
or other amounts owed by Tenant to Landlord  pursuant to the terms of this Lease
as of the  date of  payment.  Landlord's  Contribution  shall  be used  only for
alterations,  improvements,  fixtures  and  equipment  that  become  part  of or
attached or affixed to the Premises, but excluding trade fixtures, furniture and
furnishings   or  other  personal   property.   If  any  portion  of  Landlord's
Contribution  is not paid by Landlord  to Tenant  when due,  such sum shall bear
interest  at the rate of ten  percent  (10%) per  annum  from the date due until
paid.

     Section 24.22 Addendum.

     Notwithstanding anything contained in this Lease to the contrary,  Landlord
shall not lease space to any other  tenant in  Landlord's  Tract for the primary
purpose of operating a toy store ("Additional Toy Store"),  except for a maximum
of two (2)  Additional  Toy Stores each with space of 2,000 square feet or less.
In the event Landlord violates this covenant, then Tenant shall pay to Landlord,
in lieu of Minimum Annual Rent and Percentage  Rent, six percent (6%) of monthly
Adjusted Gross Sales effective upon the date such Additional Toy Store opens for
business and such reduction  shall  continue until such time as such  Additional
Toy Store ceases  operating its business in Landlord's  Tract. The provisions of
this Section 24.22 shall only be effective so long as Tenant continues,  subject
to Section 24.5, to remain open and is operating its business in accordance with
the  Permitted  Use terms,  conditions  and  covenants  of this Lease and is not
otherwise in default of the terms,  conditions and covenants of this Lease after
expiration  of any  applicable  notice and cure  period.  For  purposes  of this
Section, a store shall be deemed to be used for the primary purpose of operating
a toy store if more than fifty  percent (50%) or more of the store floor area is

<PAGE>

devoted to the sale of toys.

     Section 24.23 Addendum.

     If either  Landlord or Tenant  institutes any action or proceeding  against
the other relating to the provisions of this Lease or any default hereunder, the
nonprevailing  party in such action or proceeding shall reimburse the prevailing
party  for  the  reasonable  expenses  of  attorneys  fees  and  all  costs  and
disbursements  incurred  therein by the  prevailing  party,  including,  without
limitation,  any such fees, costs and disbursements  incurred on any appeal from
such  action  or  proceeding.  Subject  to the  provisions  of  local  law,  the
prevailing  party shall recover all such fees,  costs or  disbursements as costs
taxable by the court or arbiter in the action or proceeding  itself  without the
necessity for a cross-action by the prevailing party.

     Section  24.24.  Special  Construction  Provision;  Waiver of  Construction
Chargebacks.

     Notwithstanding anything herein in this Lease, any exhibits attached hereto
or any other documents  incorporated herein, Tenant shall not be required to pay
or  reimburse  Landlord for any work  performed by Landlord at Tenant's  expense
(commonly referred to as "Construction  Chargebacks") and Landlord hereby waives
all Construction Chargebacks therefor.

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

(LANDLORD)
MISSION VIEJO ASSOCIATES, L.P., a California limited partnership
By: SIMON PROPERTY GROUP, L.P., a Delaware limited partnership, General Partner
By: SIMON PROPERTY GROUP, INC., a Delaware corporation, Managing General Partner



By:
David Simon, Chief Executive Officer



(TENANT)
If Corporation TOYS INTERNATIONAL
a California corporation


By:

Attest




<PAGE>
                          DESCRIPTION OF TENANT'S WORK

     I. TENANT'S  WORK - The  following  work required to complete and place the
Premises in finished  condition ready to open for business is to be performed by
the Tenant at the  Tenant's  own  expense  and shall be in  addition to any work
described in the Tenant Information Handbook. Tenant's Work includes, but is not
limited to, the following: --------

     A.  GENERAL  PROVISIONS:  All work done by Tenant  shall be governed in all
respects by, and be subject to the following:

     1. Payment and Performance Bonds.  Landlord shall have the right to require
Tenant to  furnish  payment  and  performance  bonds or other  security  in form
satisfactory  to Landlord  for the prompt and faithful  performance  of Tenant's
Work, assuring completion of Tenant's Work and conditioned that Landlord will be
held  harmless  from  payment of any claim  either by way of damages or liens on
account of bills for labor or material in connection with Tenant's Work.

     2. Tenant's Work  Standards.  All Tenant's Work shall conform to applicable
statutes,  ordinances,  regulations,  codes, all requirements of Factory Mutual,
all rating bureaus, and the Tenant Information Handbook which contains the basic
architectural,   electrical  and  mechanical   information   necessary  for  the
preparation of Tenant's Plans, and which by this reference is incorporated  into
and made a part of this Lease.  Tenant  shall  obtain and convey to Landlord all
approvals, tests and inspections with respect to electrical,  HVAC, plumbing and
telephone  work,  all as may be  required  by any  agency  or  utility  company.
Landlord  reserves the right to require  changes in Tenant's Work when necessary
by reason of the aforementioned standards.

     3.  Landlord  Approvals.  No approval by Landlord or Tenant shall be deemed
valid unless in writing and signed. by Landlord.

     4. Space  Verification.  Tenant shall be  obligated to have its  architect,
store planner,  engineer or contractor  conduct an on-site  verification  of all
dimensions and field conditions prior to proceeding with Tenant's Work.

     5. Insurance Requirements. Prior to commencement of Tenant's Work and until
completion thereof, or commencement of the Lease Term,  whichever is the last to
occur,  Tenant shall  effect and  maintain  Builder's  Risk  Insurance  covering
Landlord,  Landlord's  general  contractor,  Tenant,  Tenant's  contractors  and
Tenant's subcontractors,  as their interest may appear against loss or damage by
fire,  vandalism and malicious  mischief and such other risks as are customarily
covered by a standard "All Risk" policy of insurance protecting against all risk
of  physical  loss or damage  to all  Tenant's  Work in place and all  materials
stored at the site of Tenant's Work, and all materials,  equipment, supplies and
temporary  structures of all kinds  incidental to Tenant's  Work, and equipment,
all while  forming a part of or  contained  in such  improvements  or  temporary
structures,  or while on the Premises or within the Landlord's Tract, all to the
actual  replacement  cost thereof at all times on a completed  value  basis.  In
addition,  Tenant agrees to indemnify and hold Landlord harmless against any and
all claims for injury to persons or damage to  property  by reason of the use of
the  Premises for the  performance  of Tenant's  Work,  and claims,  fines,  and
penalties  arising out of any failure of Tenant or its agents,  contractors  and
employees to comply with any law,  ordinance,  code requirement,  regulations or
other  requirement  applicable to Tenant's Work and Tenant agrees to require all
contractors  and  subcontractors  engaged in the performance of Tenant's Work to
effect and maintain and deliver to Tenant and Landlord,  certificates evidencing
the existence of, and covering Landlord, Tenant and Tenant's contractors,  prior
to commencement  of Tenant's Work and until  completion  thereof,  the following
insurance coverages:

     a. Workmen's  Compensation and Occupational Disease insurance in accordance

<PAGE>

with laws of the State in which the property is located and Employer's Insurance
to the limit of $100,000.00.

     b. Commercial General Liability Insurance  affording  protection for bodily
injury,  death,  personal injury and property damage, and including coverage for
contractual  liability,   independent  contractors,   completed  operations  and
products  liability with limits of not less than  $3,000,000.00  combined single
limit per occurrence.

     c. Comprehensive  Automobile  Liability  Insurance,  including coverage for
"non-owned"  automobiles,  for property damage,  bodily injury,  including death
resulting  therefrom  with  limits  of not less than  $1,000,000.00  for any one
occurrence combined single limit.

     d. Owners and contractors  protective  liability coverage for an amount not
less than $1,000,000.00.

     6. Damage  Deposit.  Prior to commencement of construction in the Premises,
Tenant or its agent shall  deliver a $1,000.00  damage  deposit in the form of a
cashier's  check made payable to Landlord.  Landlord shall have the right to use
all or any part of said damage deposit as reimbursement for any damage caused by
Tenant or its contractors to any mall finishes. Any balance shall be refunded.

     7. Temporary Services. Any temporary services required by Tenant during its
construction period,  including, but not limited to, HVAC, plumbing,  electrical
service and  dumpster  service for trash  removal  shall be secured by Tenant or
Tenant's agent at a specified cost per square foot of the Premises.

     8.  Impact  Fees.  Tenant  shall pay impact  fees  assessed  by  applicable
governmental  authorities  having  jurisdiction or reimburse Landlord for impact
fees paid on the Tenant's behalf.

     9.  Construction  Rules.  Tenant  will abide by and cause its  contractors,
subcontractors,  agents  and  employees  to abide by the  reasonable  rules  and
regulations published by Landlord from time to time, including,  but not limited
to, those pertaining to parking, toilet facilities,  safety conduct, delivery of
materials  and  supplies,  employee  egress  to the  Center,  trash  storage  or
collection  or removal,  and  cooperation  with  Landlord's  architect,  general
contractor and subcontractors or other agents.

     10. Reasonable  Easement.  Landlord  specifically  reserves the rights (and
Tenant shall permit Landlord or its employees,  agents or contractors reasonable
access to the Premises for the purpose of exercising  such rights),  to install,
maintain, repair and replace in the ceiling space and/or under the concrete slab
in the Premises, all such electrical, plumbing, HVAC and other system components
that may be required to service the Common Areas or other tenants in the Center.
Adequate  access  panels or doors  shall be  incorporated  into  Tenant Work for
inspection, service and replacement of both Landlord and Tenant equipment.

     B. STORE DESIGN AND CONSTRUCTION.  This shall include,  without limitation,
design and consulting fees,  storefront and signing,  interior  partitions,  all
interior  finishes,   visual   merchandising  and  fixturing,   furnishings  and
equipment,   lighting,   plumbing,   HVAC,  mechanical  and  electrical  systems
interface,  all as described herein and in the Tenant Information  Handbook.  In
connection  with  Tenant's  Work,  Tenant  shall  file all  drawings,  plans and
specifications,  pay all fees and  obtain  all  permits  and  applications  from
applicable governmental authorities having jurisdiction.

     1. Roof. Tenant shall provide any required  supports,  blocking,  temporary
flashing,  counterflashing  or other work necessary to complete  installation of
Tenant's equipment on Landlord's roof. Cant strips and weatherproofing  shall be
done only by  contractor  designated  by  Landlord.  Tenant  will be required to

<PAGE>

supplement existing construction to achieve assembly ratings,  thermal values or
additional criteria as required by Tenant's Work.

     2. Floor Slab.  Where required,  lower level tenants shall provide 3000 PSI
concrete slab with welded wire mesh reinforcing.

     3. Walls and Doors. Tenant shall furnish and install 5/8" fire-rated gypsum
board,  taped,  floated,  airtight against the deck above on the interior of all
common  partitions in the  Premises.  Where  required by Landlord,  Tenant shall
provide  transfer air openings to match the rating of the  partition.  All other
interior  partitions in the Premises  shall be  constructed  of  non-combustible
materials in accordance  with  applicable  code  requirements.  Where  required,
Tenant shall provide and install an exit door with hardware between the Premises
and the Common Area or to the service  courts.  Tenant will be  responsible  for
repair,  maintenance  and  replacement  of the exit doors from the time Tenant's
contractor  commences  Tenant's  Work in the  Premises.  If  panic  hardware  is
required, it shall be provided by Tenant.

     4. Ceiling.  All interior  finishes beyond the exposed  structural  systems
will be made by Tenant.  Ceilings  may be required  by the  Landlord to maintain
assembly ratings and building system functions.

     5. Utilities and Services. Tenant is responsible for all connections to the
following utilities to make a complete, approved and operating system:

     a. HVAC  System.  Tenant will  utilize  Landlord-specified  VAV box(es) and
temperature controls to complete HVAC system including toilet, process,  kitchen
and thermal exhaust systems.

     b.  Plumbing.  Tenant will complete  waste,  grease  waste,  water and vent
systems utilizing Landlord-supplied utilities.

     c. Fire  Protection.  Modifications to automatic fire sprinkler system will
be performed by contractor  designated by Landlord.  This work may include,  but
not be limited to, the cost of relocating,  re-sizing, adding sprinkler mains or
heads,   draining   the  system  and  fire  watch   during   system   down-time.

     d.  Natural  Gas.  If  available,  gas will be used  only for food  service
process loads.  Tenant shall make all necessary  arrangements for service to the
Premises and complete the installation.

     e.  Electrical.  Tenant  shall  furnish and pull  required  wiring in empty
conduit  provided  by  Landlord to a specified  electrical  room.  Tenant  shall
install all  electrical  improvements  within the Premises.  Tenant shall employ
contractor  designated  by  Landlord  to complete  all  connections  to Landlord
switchgear  and for fuse  installation.  Tenant shall furnish the required fuse.
Tenant shall provide  necessary  components and devices so that HVAC systems may
be interlocked with Landlord's energy management system.

     f.  Communication  Services.  Tenant shall make all necessary  arrangements
with available  vendor(s) for  communication  services to the Premises.  Special
applications will require  Landlord's  written approval prior to proceeding with
the work.

     g. Life Safety  Systems.  Tenant  shall  provide all  required  life safety
system  components  necessary  to  comply  with  code  and  complete  Landlord's
monitoring  and alarm  systems.  Installations  shall be performed by contractor
designated by Landlord.

     6. Special Equipment.  Tenant shall provide, as required,  alarm systems or
other  protective  devices,  public  address  system,  conveyors,  time  clocks,
delivery door buzzers, fire extinguishers,  dry chemical fire protection systems

<PAGE>

or any other equipment peculiar to Tenant's business needs.

     7. Signing.  Tenant will not erect any signs except in conformity  with the
following:

     a. The size of all Tenant's  signs shall be limited.  The scale and concept
of the  enclosed  mall  requires  the use of signs  which  are not  larger  than
necessary to be legible from within the mall.  Thus except for department  store
signs,  Tenant's  signs shall be located within the limits of its storefront and
shall not project more than six inches beyond the  storefront  and shall conform
to the following proportionate height criteria:
<TABLE>
<CAPTION>

<S>                                         <C>                                         <C>                        <C>
                                            30-foot  storefront                         18" capitals               12" body
                                            30 to 60-foot storefront                             24" capitals              18" body
                                            60-foot and over storefront                          30" capitals              24" body
</TABLE>

     b. In addition to complying with the above criteria,  signs in the enclosed
malls  shall be limited in length to 70% of  Tenant's  frontage  on the mall and
shall in no case exceed a length of thirty feet.

     c. Painted or printed signs on the exterior  surface of any building  shall
be prohibited,  except for those tenants who have exterior storefronts.  In this
case,  small-scale  signs  relative to store name and stating store hours may be
professionally  lettered on the glass of the  storefront  subject to  Landlord's
written approval.

     d. Public safety decals on glass in minimum sizes to comply with applicable
Code,  subject to the approval of Landlord,  may be used as required by building
codes or other governmental regulations.

     e. Paper signs, stickers, banners or flags are prohibited.

     f. Except as otherwise approved in writing by Landlord, only one storefront
identification  sign for Tenant will be permitted  with the enclosed mall areas,
except that corner tenants may have two such signs.

     g. Tenant  shall not install any roof-top  signs or pylon  signs.  No signs
will be permitted at the rear of any building.

     C. CLOSE-OUT REQUIREMENTS.  Tenant's Work shall be deemed completed at such
time as Tenant, at its sole expense and without cost to Landlord, shall provide:

     1. Proof of Payment.  Furnish evidence satisfactory to Landlord that all of
Tenant's  Work has been  completed  and paid for in full,  provided  that Tenant
shall not be required to provide lien  waivers or other proof as to  contractors
or materialmen  having  contracts  involving  $10,000.00 or less each, (and that
such work has been accepted by Landlord),  including the costs for Tenant's Work
that may have been  done by  Landlord  and the costs for any other  work done by
Landlord  which  Landlord  may be  entitled  to payment in  accordance  with the
provisions of this Exhibit "B", the Tenant Information Handbook, or elsewhere in
the Lease, that any and all liens therefor that have been or might be filed have
been  discharged of record or waived,  and that no security  interests  relating
thereto are outstanding.

     2.  Tenant's  Affidavit.  Furnish an  affidavit  from  Tenant  listing  all
contractors  and any  material  suppliers  in the employ of said Tenant who have
provided goods or services for the completion of Tenant's Work in the Premises.


<PAGE>

     3.  Tenant  Contractor's  Affidavit.  Furnish an  affidavit  from  Tenant's
general contractor listing all parties who have furnished  materials or labor or
services to that contractor for completion of Tenant's Work in the Premises.

     4.  Certificate of Occupancy.  Furnish all certificates and other approvals
with  respect  to  Tenant's  Work  that may be  required  from any  governmental
authority  and any board of fire  underwriter's  or similar body for the use and
occupancy of the Premises.

     5. Record Drawings.  Furnish  Landlord with one set of reproducible  record
drawings of the Premises showing any changes made during construction.

     6. Estoppel Certificate.  Furnish a Tenant-executed estoppel certificate as
may be required by Landlord or Landlord's mortgagee.




<PAGE>
                                    GUARANTY

     FOR VALUE  RECEIVED,  and in  consideration  of the  execution of a certain
Lease of even date herewith and concurrently  herewith covering certain premises
in the Mission  Viejo Mall  Shopping  Center,  the creation of the tenancy under
said Lease and the  extension  of credit by Mission  Viejo  Associates,  L.P., a
California  limited  partnership  (Landlord)  to Play Co. Toys  International  &
Entertainment  Corp., a California Delaware  corporation  (Tenant),  and for the
purpose of inducing Landlord to enter into such Lease, the undersigned,  jointly
and severally,  do hereby absolutely and unconditionally  guarantee to Landlord,
its successors and assigns,  the full and prompt payment when due, of all rents,
charges  and  additional  sums coming due under said  Lease,  together  with the
performance of all covenants and agreements of the Tenant therein  contained and
together  with the full and prompt  payment of all damages  that may arise or be
incurred  by  Landlord  in  consequence  of  Tenant's  failure to  perform  such
covenants and agreements (all such obligations hereinafter collectively referred
to as  "Liabilities"),  and the  undersigned  further agree to pay all expenses,
including  attorneys' fees and legal  expenses,  paid or incurred by Landlord in
endeavoring  to collect or enforce the  Liabilities  or any part  thereof and in
enforcing this guaranty, such payment and performance to be made or performed by
the undersigned forthwith upon a default by Tenant.

     In the  event  of  the  death,  incompetency,  dissolution,  bankruptcy  or
insolvency of Tenant, or the inability of Tenant to pay debts as they mature, or
an assignment by Tenant for the benefit of creditors,  or the institution of any
bankruptcy or other  proceedings  by or against  Tenant  alleging that Tenant is
insolvent or unable to pay debts as they mature,  or Tenant's default under this
Lease,  and if such event shall occur at a time when any of the  Liabilities may
not then be due and  payable,  the  undersigned  agree to pay to  Landlord  upon
demand,  the full amount which would be payable  hereunder by the undersigned if
all Liabilities were then due and payable.

     This  Guaranty  shall be an absolute and  unconditional  guaranty and shall
remain in full force and effect as to the undersigned during the demised term of
said Lease, and any renewal or extension thereof,  and thereafter so long as any
Liabilities  remain due and payable  even though the demised term or any renewal
or extension  thereof  shall have  expired.  An  Assignment of said Lease or any
subletting  thereunder  shall not release or relieve the undersigned  from their
liability hereunder.

     Landlord may, from time to time,  without  notice to the  undersigned:  (a)
retain  or obtain a  security  interest  in any  property  to secure  any of the
Liabilities  or any  obligation  hereunder,  (b) retain or obtain the primary or

<PAGE>

secondary  liability  or any party or parties,  in addition to the  undersigned,
with  respect  to any of the  Liabilities,  (c)  extend or renew for any  period
(whether or not longer than the original  period),  alter or exchange said Lease
or any of the Liabilities, (d) release, waive or compromise any liability of any
of the  undersigned  hereunder  or any  liability  of any other party or parties
primarily or secondarily liable on any of the Liabilities, (e) release or impair
any security  interest or lien,  if any, in all or any property  securing any of
the  Liabilities  or any  obligation  hereunder and permit any  substitution  or
exchange for any such property, and (f) resort to the undersigned for payment of
any of the  Liabilities,  whether or not  Landlord  shall have  resorted  to any
property  securing any of the  Liabilities or any obligation  hereunder or shall
have  proceeded  against any other of the  undersigned  or against Tenant or any
other party primarily or secondarily  liable on any of the Liabilities.  No such
action or failure to act by Landlord  shall affect the  undersigned's  liability
hereunder  in any  manner  whatsoever.  Any amount  received  by  Landlord  from
whatsoever  source and applied by it toward the payment of the Liabilities shall
be applied in such order of application as Landlord may from time to time elect.

     The undersigned  hereby  expressly  waive:  (a) notice of the acceptance of
this Guaranty,  (b) notice of the  existence,  creation,  amount,  modification,
amendment,  alteration  or  extension  of  the  Lease  or  all  or  any  of  the
Liabilities,  whether or not such notice is required to be given to Tenant under
the terms of the Lease, (c) presentment,  demand,  notice of dishonor,  protest,
and all other notices  whatsoever,  (d) any benefit of valuation,  appraisement,
homestead or other exemption law, now or hereafter in effect in any jurisdiction
in which  enforcement  of this  Guaranty  is sought,  and (e) all  diligence  in
collection,  perfection or protection of or realization  upon the Liabilities or
any thereof, any obligation hereunder, or any security for any of the foregoing.

     No delay on the part of  Landlord  in the  exercise  of any right or remedy
shall operate as a waiver thereof,  and no final or partial exercise by Landlord
of any right or remedy shall preclude other or further  exercises thereof or the
exercises of any other right or remedy.

     The  validity  of this  Guaranty  and the  obligations  of the  undersigned
hereunder shall not be terminated,  affected or impaired by reason of any action
which  Landlord  may take or fail to take  against  Tenant  or by  reason of any
waiver of, or failure to  enforce,  any of the rights or  remedies  reserved  to
Landlord  in said  Lease,  or  otherwise,  or by  reason  of the  bankruptcy  or
insolvency  of Tenant and whether or not the term of said Lease shall  terminate
by reason of said bankruptcy or insolvency.

     This Guaranty  shall be binding upon the  undersigned,  and upon the heirs,
legal  representatives,  successors and assigns of the  undersigned and shall be
governed by the laws of the State of California. Indiana.

     If this  Guaranty is executed by a  corporation,  association,  partnership
(general  or  limited),  joint  venture,  syndicate,  trust or any other type of
organization   other  than  individuals,   the  individual   signatories  hereto
undersigned  represents  and  warrants  that they,  the  individual  signatories
hereto,  and each of them, are duly  authorized to execute this Guaranty for and
on behalf of such  organization and that such  organization is the sole owner of
all ownership interest in the Tenant.



<PAGE>
     IN WITNESS  WHEREOF,  the  undersigned  have executed this  instrument,  or
caused this  instrument to be executed by its officers,  duly  authorized in the
premises, on this _______ day of _______________, 19_____.
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<CAPTION>

<S>                                                                     <C>
Attest                                                                  Play Co. Toys & Entertainment Corp.


______________________________________                                  By:__________________________________


                                                                       ------------------------------------
                                                                       550 Rancheros Drive

                                                                       -------------------------------------
                                                                       San Marcos                California                92069


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