Exhibit 10.124
                          Lease Agreement - Opry Mills







                                      LEASE



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


                                     TOY CO.
                      ------------------------------------
                                   Trade Name


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




                                   Opry Mills









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                                TABLE OF CONTENTS
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                                                                                                               Page

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

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

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

ARTICLE IV.......................................................................................................13
         CONDUCT OF BUSINESS.....................................................................................13
                  Section 4.1.  Use and Trade Name...............................................................13
                  Section 4.2.  Operation of Business............................................................13
                  Section 4.3.  Sign.............................................................................13
                  Section 4.4.  Tenant's Warranties..............................................................14
                  Section 4.5.  Storage and Office Space.........................................................14
                  Section 4.6.  Care of Premises.................................................................15
                  Section 4.7.  Notice by Tenant.................................................................15
                  Section 4.8.  Radius...........................................................................15

ARTICLE V........................................................................................................15
         COMMON AREA.............................................................................................15
                  Section 5.1.  Use of Common Area...............................................................15
                  Section 5.2.  Common Area Maintenance Expenses.................................................16

ARTICLE VI.......................................................................................................17
         REPAIRS AND MAINTENANCE.................................................................................17
                  Section 6.1.  Repairs and Maintenance by Landlord..............................................17
                  Section 6.2.  Repairs and Maintenance by Tenant................................................18

ARTICLE VII......................................................................................................19
         TAXES    ...............................................................................................19
                  Section 7.1.  Tax Liability....................................................................19
                  Section 7.2.  Method of Payment................................................................19

ARTICLE VIII.....................................................................................................20
         INSURANCE, INDEMNITY AND LIABILITY......................................................................20
                  Section 8.1.  Landlord's Insurance Obligations.................................................20
                  Section 8.2.  Tenant's Insurance Obligations...................................................20
                  SECTION 8.3.  MUTUAL COVENANT..................................................................21
                  SECTION 8.4.  COVENANT TO HOLD HARMLESS........................................................22

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                  Section 8.5.  Loss and Damage..................................................................22

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

ARTICLE X........................................................................................................24
         CONDEMNATION............................................................................................24
                  Section 10.1.  Eminent Domain..................................................................24
                  Section 10.2.  Rent Apportionment..............................................................24
                  Section 10.3.  Temporary Taking................................................................24

ARTICLE XI.......................................................................................................25
         ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE............................................................25
                  Section 11.1.  No Assignment, Subletting or Encumbering of  Lease                              25
                  Section 11.2.  Assignment or Sublet............................................................26
                  Section 11.3.  Transfer of Landlord's Interest.................................................27

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

ARTICLE XIII.....................................................................................................28
         ADVERTISING AND PROMOTION...............................................................................28
                  Section 13.1.  Promotion Fund..................................................................28
                  Section 13.2.  Promotion Fund Contribution.....................................................28
                  Section 13.3.  Advertisements..................................................................29
                  Section 13.4.  Network.........................................................................29

ARTICLE XIV......................................................................................................29
         DEFAULT AND REMEDIES....................................................................................29
                  Section 14.1.  Elements of Default.............................................................29
                  Section 14.2.  Landlord's Remedies.............................................................30
                  Section 14.3.  Bankruptcy......................................................................32
                  Section 14.4.  Additional Remedies and Waivers.................................................32
                  Section 14.5.  Landlord's Cure of Default......................................................33
                  Section 14.6.  Security Interest [Intentionally Deleted]                                       33

ARTICLE XV.......................................................................................................33
         RIGHT OF ACCESS.........................................................................................33

ARTICLE XVI......................................................................................................33
         DELAYS   ...............................................................................................33

ARTICLE XVII.....................................................................................................34
         END OF TERM.............................................................................................34
                  Section 17.1.  Return of Leased Premises.......................................................34
                  Section 17.2.  Holding Over....................................................................34

ARTICLE XVIII....................................................................................................34
         COVENANT OF QUIET ENJOYMENT.............................................................................34

ARTICLE XIX......................................................................................................35
         UTILITIES...............................................................................................35
                  Section 19.1.  Utilities.......................................................................35
                  Section 19.2.  Electricity, Telephone and Gas..................................................35
                  Section 19.3.  Trash and Garbage Removal.......................................................35
                  Section 19.4.  Water and Sewer.................................................................35

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                  Section 19.5.  Grease Interceptors.............................................................35

ARTICLE XX.......................................................................................................36
         MISCELLANEOUS...........................................................................................36
                  Section 20.1.   Entire Agreement...............................................................36
                  Section 20.2.   Notices........................................................................36
                  Section 20.3.   Governing Law..................................................................36
                  Section 20.4.   Successors.....................................................................36
                  Section 20.5.   Liability of Landlord..........................................................37
                  Section 20.6.   Brokers........................................................................37
                  Section 20.7.   Transfer by Landlord...........................................................37
                  Section 20.8.   No Partnership.................................................................37
                  Section 20.9.   Waiver of Counterclaims........................................................37
                  Section 20.10.  Waiver of Jury Trial...........................................................37
                  Section 20.11.  Severability...................................................................37
                  Section 20.12.  No Waiver......................................................................37
                  Section 20.13.  Consumer Price Index...........................................................37
                  Section 20.14.  Interest.......................................................................38
                  Section 20.15.  Excavation.....................................................................38
                  Section 20.16.  Rules and Regulations..........................................................38
                  Section 20.17.  Financial Statements...........................................................38
                  Section 20.18.  General Rules of Construction..................................................38
                  Section 20.19.  Recording......................................................................38
                  Section 20.20.  Effective Date.................................................................38
                  Section 20.21.  Headings.......................................................................39
                  Section 20.22.  Managing Agent.................................................................39


EXHIBITS:
                  Exhibit A         Site Plan
                  Exhibit B         Measurement of Leased Premises
                  Exhibit C         Landlord's Work
                  Exhibit D         Tenant's Work
                  Exhibit E         Sign Criteria
                  Exhibit F         Commencement and Expiration Date Declaration
                  Exhibit H         Agreement of Subordination, Non-Disturbance and Attornment
                  Exhibit H-1       Pre-Construction Tenant Estoppel Certificate


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

                                  R E C I T A L


     Landlord  hereby  leases to Tenant and Tenant  hereby  hires and takes from
Landlord, the Leased Premises, for the Term commencing on the Commencement Date,
subject  to the terms,  covenants,  conditions  and  provisions  of this  Lease.
Landlord  shall have the right,  at any time prior to the Delivery of Possession
Date of the Leased Premises, by written notice to Tenant, to relocate the Leased
Premises in either direction (from side to side from the outside boundary of the
Leased Premises) by not more than forty (40) feet, and upon any such relocation,
the size and description of the Leased Premises shall be appropriately  modified
to reflect  any  resulting  proportional  adjustment  in the Rent based upon the
change in size of the Leased Premises, provided, however, the square footage and
the frontage  shall remain the same. If the  Commencement  Date is not the first
day of a month, Minimum Rent for the month in which the Commencement Date occurs
shall  be  prorated  to the end of the  month  and  paid as the  second  monthly
installment  of Minimum  Rent on the first day of the next month and,  after the
expiration of the number of years in the Term, the Term shall expire on the last
day of January  following the month in which the  Commencement  Date of the Term
occurred, it being the intention of the parties that the Term expire on the last
day of a month. Neither this Lease nor the obligations of Tenant hereunder shall
be affected by a postponement and Landlord shall not be subject to any liability
for  failure  to  make  possession  of  the  Leased  Premises  available  on the
Commencement Date. When the Commencement Date has been determined,  Landlord and
Tenant shall execute,  acknowledge and deliver a written statement in recordable
form specifying the  Commencement and Expiration Dates of the Term and, if there
shall  have been any  changes in the floor  area of the  Leased  Premises,  such
statement  shall reflect such change or changes.  Said  statement upon execution
and delivery shall be deemed to be a part of this Lease.


                                   DATA SHEET

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

     (1) Section 1.1: Description of Leased Premises:

     Store number: 321, consisting of approximately  10,625 square feet of floor
area as shown on Exhibits A and B attached hereto and made a part hereof.

     (2) Section 1.2: Term:

     Commencement Date:

     The  earlier  of (i)  the  Grand  Opening,  (ii)  the  date  following  the
expiration of a sixty (60) day fixturing period  ("Fixturing  Period") following
the Delivery of  Possession  Date (as defined in Section 3.2), or (iii) the date
the Leased Premises is open for business to the public.

     Original Term: Nine (9) years, plus any additional  necessary to extend the
Term to the January 31st following the expiration of nine (9) full years.


<PAGE>

     Option Period: N/A.

     (3) Section 2.1: Minimum Rent:

     Original Term:

     From the Commencement  Date and continuing  through the fifth (5th) year of
the Original  Term,  the sum of $265,625.00  annually  ($25.00 psf),  payable in
equal consecutive monthly installments of $22,135.42 each;

     Beginning with the sixth (6th) year and  continuing  through the expiration
of the Original Term, the sum of $318,750.000  annually ($30.00 psf), payable in
equal consecutive monthly installments of $26,562.50 each.

     (4) Section 2.2: Percentage Rent:

     Percentage Factor: 6%

     Sales Break Point for the Original Term:

     From the  Commencement  Date  through the fifth (5th) year of the  Original
Term: $3,794,642.86;

     Beginning with the sixth (6th) year and  continuing  through the expiration
of the Original Term: $4,553,571.43.

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

     (6) Section 4.1: Permitted Use:

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

     For the sale, at discount,  of toys and toy related merchandise,  including
children's  apparel (not to exceed ten percent [10%] of sales area of the Leased
Premises).

     Trade Name: Toy Co.

     (7) Section 13.2: Fund Contribution:  $1.75 psf of floor area in the Leased
Premises

     Grand  Opening Fee (Initial  Contribution):  $1.75 psf of floor area in the
Leased Premises (8) Guarantor: N/A

     Address:

     (9) Grand Opening Date: To be determined

     (10) Temporary Charges: $1.00 psf of floor area in the Leased Premises

     (11) Construction Chargebacks: $ N/A

     (12)  Construction  Allowance:  $10.00  psf of  floor  area  in the  Leased
Premises

                                    ARTICLE I

                                 GRANT AND TERM

     Section 1.1 Leased Premises. (a) Landlord, in consideration of the Rent (as
defined in Section 2.3) to be paid and the  covenants to be performed by Tenant,

<PAGE>

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

     Subject  to  the   provisions   of  Section  5.1,   Tenant  shall  enjoy  a
non-exclusive  easement,  right and  privilege  for  Tenant  and its  customers,
employees  and  invitees  and  the  customers,  employees  and  invitees  of any
assignee,  sublessee,  concessionaire  or licensee of Tenant,  to use the common
areas of the Shopping Center,  with Landlord and the other tenants and occupants
of floor  area  within  the  Shopping  Center  and their  respective  customers,
employees  and  invitees.  Furthermore,  Landlord  agrees  that  any  additions,
alterations  or  modifications  to the  Shopping  Center by  Landlord  shall not
adversely  affect access to, or visibility of the Leased Premises and, except as
otherwise  provided  for herein,  Tenant  shall  retain  substantially  the same
relative position with respect to Major Tenants of the Shopping Center as of the
Commencement Date.

     (b) After the  Delivery of  Possession  Date (as  defined in Section  3.2),
Landlord  reserves the right to relocate  Tenant.  Landlord shall provide Tenant
with not less than  thirty  (30) days  written  notice of such  relocation  (the
"Relocation   Period")   during  which  Landlord  shall  offer  to  Tenant  such

<PAGE>

alternative  location(s)  (with  approximately  the same  floor  area) as may be
available.  In the event the  parties  agree on a specific  location,  then this
Lease shall be amended by substituting the new location for the present location
and  the  square   footage,   Minimum  Rent  and  Sales  Break  Point  shall  be
proportionately  adjusted  based  upon  the  change  in the  size of the  Leased
Premises. Landlord shall, at Landlord's cost and expense, complete the leasehold
improvements  to the new  location  in  accordance  with  the  working  drawings
originally  approved by Landlord  with respect to Tenant's  Work in the original
Leased  Premises  and Tenant  shall  relocate to the new  location  and,  within
fifteen  (15) days  after  delivery  of the new  location  to  Tenant,  open for
business in the new  location  ("Relocation  Date").  In the event  Landlord and
Tenant  are  unable  to agree  on an  alternative  location,  this  Lease  shall
terminate at the end of the said thirty (30) day period ("Termination Date"). In
the event of such termination,  Landlord shall pay to Tenant, within thirty (30)
days following the Termination Date, a sum equal to the then unamortized cost of
Tenant's  leasehold  improvements  which  have  been  paid for by  Tenant,  such
amortization  to be on a straight  line basis over the Original  Term,  provided
Tenant  shall  furnish to Landlord  such  backup  information  as  Landlord  may
reasonably  require.  Tenant shall deliver  possession of the Leased Premises to
Landlord on or before the Termination Date and/or the Relocation Date in "as is"
condition  excepting the  provisions of Sections 3.5 and 17.1.  Tenant shall pay
all charges which are due and owing or which shall accrue up to such Termination
Date or Relocation  Date (which charges shall be paid to Landlord  within thirty
(30) days of such  Termination  Date or  Relocation  Date) and  Tenant  shall be
released from any and all further  obligations  pursuant to this Lease  accruing
after such  Termination  Date or  Relocation  Date with  respect to the  vacated
Leased Premises, except as otherwise provided in Articles V and VII; however, in
the event of relocation, Tenant shall remain liable for all obligations accruing
under this Lease after the Relocation Date.

     (c) The square footage of the Leased Premises (sometimes herein referred to
as the gross leasable floor area or GLA) shall be measured as defined in Exhibit
B. The actual  square  footage in the Leased  Premises  shall be  determined  by
Landlord's  architect.  The  certificate  of  Landlord's  architect as to actual
square footage shall be binding upon both parties  hereto,  and such  determined
square  footage  shall  be used in all  calculations  based  on  square  footage
throughout  this Lease.  If the floor area  determined  in  accordance  with the
preceding  sentence  varies from the square foot floor area originally set forth
in the Data  Sheet,  the Minimum  Rent set forth in Section 2.1 hereof  shall be
adjusted by multiplying  the Minimum Rent by a fraction,  the numerator of which
is the  square  foot floor  area  determined  by  Landlord's  architect  and the
denominator  of which is the square foot floor area  originally set forth in the
Data Sheet, and Tenant shall be obligated to pay such Minimum Rent, as adjusted,
from the Commencement Date,  subject to further  adjustments as provided in this
Lease. Each monthly installment  provided for in Section 2.1 shall be recomputed
and shall be that dollar amount which results from dividing the adjusted Minimum
Rent by twelve (12).  Any and all  references  in this Lease to Minimum Rent (or
the  monthly  installments  thereof)  shall be  deemed to be  references  to the
Minimum Rent as computed by application of this Section 1.1,  subject,  however,
to the  adjustments  set forth  elsewhere  in this Lease.  For  purposes of this
Lease,  in  determining  the gross  leasable  floor area or the gross leased and
occupied floor area of the Shopping  Center,  there shall be excluded  therefrom
project areas and offices,  common areas and/or areas under  Landlord's  control
(e.g., electrical/utility rooms, etc.). The exterior walls, roof, storefront and
the area  beneath the Leased  Premises  are not demised  hereunder,  and the use
thereof,  together with the right to install,  maintain, use, repair and replace
pipes, ducts, conduits,  wires, people counters,  tunnels, sewers and structural
elements  leading  through  the  Leased  Premises  in  locations  which will not
materially  interfere  with  Tenant's use thereof and serving other parts of the
Retail  Development  are hereby  reserved  to  Landlord.  Landlord  reserves  an
easement above Tenant's  finished  ceiling or light line to the roof for general
access purposes and in connection  with the exercise of Landlord's  other rights

<PAGE>

under this Lease.

     Section 1.2 Term.  The Term of this Lease shall be for a period  commencing
on the Commencement Date, and expiring at 11:59 p.m. local time on the final day
of the month in which the  Original  Term or the Option  Period,  if  exercised,
expires or other  specified  date as set forth in the Data Sheet,  unless sooner
terminated in accordance  with the provisions  hereof (the  "Expiration  Date").
Unless  otherwise  specified in this Lease,  the use of the word "Term" shall be
deemed to include both the Original  Term and the Option  Period,  if exercised.
The term "full  year" and "year" as used in this  Lease  shall mean  consecutive
periods of twelve (12) months each  following  the  Commencement  Date.  For all
purposes of this Lease, the term "Lease Year" shall have the following  meaning:
the first Lease Year shall be a period beginning with the Commencement  Date and
ending on the 31st day of December next  following the  Commencement  Date,  and
after the first  Lease Year,  the term Lease Year shall mean a fiscal  period of
twelve (12) consecutive calendar months commencing on January 1 of each calendar
year,  except that the last Lease Year shall terminate on the Expiration Date or
sooner  termination of this Lease. Lease Years containing 365 days or more shall
be referred to as "full Lease  Years." If the Leased  Premises are not delivered
to Tenant on or before the  expiration of thirty-six  (36) months after the date
of Landlord's execution of this Lease then either party may cancel and terminate
this Lease upon sixty  (60) days  prior  written  notice to the other,  in which
event neither party shall have any further obligation or liability to the other;
provided,  however, that if Landlord has commenced  construction of the Shopping
Center, then Tenant shall not be permitted to terminate in the foregoing manner.
Following the Commencement  Date of this Lease,  Landlord may submit to Tenant a
Commencement  and Expiration  Date  Declaration  in the form attached  hereto as
Exhibit F, specifying the information  called for in said form, and Tenant shall
execute  such  Declaration  within  thirty (30) days  following  submission  for
purposes of certifying such information; provided, however, that the Declaration
shall not be rendered ineffective by Tenant's failure to execute same.

     Notwithstanding  the foregoing,  in the event Tenant does not achieve Gross
Sales  (as  hereinafter  defined)  of at least Two  Million  Two  Hundred  Fifty
Thousand and 00/100ths Dollars ($2,250,000.00) during the third (3rd) full Lease
Year of the Term hereof,  then  Landlord and Tenant,  for a period of sixty (60)
days  following the end of the third (3rd) full Lease Year,  each shall have the
option,  upon one hundred  eighty (180) days prior  written  notice to the other
party, of terminating this Lease ("Termination Option") provided,  however, that
Tenant shall not be entitled to terminate  this Lease if Tenant shall have been,
or is, in default of this Lease. In the event Tenant fails to submit a certified
report of annual Gross Sales within the time period required pursuant to Section
2.2 of this Lease,  then Landlord  shall use such  information as Landlord shall
have available to permit  Landlord to make a  determination  as to the amount of
Gross Sales achieved by Tenant during the period covered by Landlord's option to
terminate and such  information  shall be the basis for Landlord  exercising its
Termination  Option and Tenant shall not be  permitted  to reinstate  this Lease
after termination for any reason or cause whatsoever, including, but not limited
to, the  submittal by Tenant of a subsequent  sales report  either  certified or
uncertified.  In the event that neither party exercises its  Termination  Option
within the required time period,  then each such Termination  Option shall, upon
expiration of the applicable  period,  become null and void and be of no further
force or effect.  In the event either party exercises the foregoing  Termination
Option  within the  required  time  period,  this  Lease  shall  terminate  upon
expiration of the one hundred eighty (180) day period subject,  however,  to the
payment by Tenant to Landlord  of all sums then due and owing or having  accrued
to Landlord.  In the event that Tenant exercises the Termination Option provided
for  herein,  Tenant  shall  pay to  Landlord  the  unamortized  portion  of the
Construction Allowance (as hereinafter defined).

     Section  1.3  Opening.   Tenant   covenants  and  agrees  to  complete  its
construction  within the Leased  Premises in accordance  with the  provisions of

<PAGE>

this Lease,  to satisfy  the  requirements  for  issuance  of a  certificate  of
acceptance  pursuant to Exhibit D attached hereto and made a part hereof, and to
open its store for business to the public not later than the Commencement  Date.
Notwithstanding  the  foregoing,   Landlord  hereby  notifies  Tenant  that  the
anticipated  date of the  grand  opening  of the  Shopping  Center  (the  "Grand
Opening") is the date set forth on the Data Sheet, and Tenant shall be obligated
to open its store for  business to the public on such date or such other date as
Landlord  may  establish  from time to time for the Grand  Opening  upon written
notice to Tenant.  Tenant  shall not be  permitted  to open for  business to the
public prior to the Grand Opening  without the prior written consent of Landlord
which consent shall be at Landlord's sole discretion.

     Section 1.4 Late  Opening.  Except for delays,  as described in Article XVI
and provided that Tenant has been given the sixty (60) day Fixturing  Period, in
the event  Tenant  shall fail to open its store for  business to the public upon
the Commencement Date, then in order to compensate Landlord for its loss, Tenant
shall pay to Landlord as  additional  rent (as defined in Section  2.3) over and
above the  Minimum  Rent and all other  charges to be paid by Tenant to Landlord
pursuant to this Lease,  a sum in an amount  equal to One Hundred and  00/100ths
Dollars  ($100.00)  per day for the  Commencement  Date and each day  after  the
Commencement  Date that Tenant shall have failed to open its store for business.
This remedy shall be in addition to any and all other  remedies  provided for in
this Lease in the event of such failure to open.  Such  additional  late opening
rent shall be deemed to be in lieu of any  Percentage  Rent that might have been
earned during the period of Tenant's failure to open.

                                   ARTICLE II

                                RENT AND DEPOSIT

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

     Section 2.2.  Percentage  Rent. (a) During and for each Lease Year,  Tenant
shall pay annual  percentage  rent  ("Percentage  Rent") equal to the Percentage
Factor (see Data Sheet)  multiplied by all "Gross Sales" resulting from business
conducted in, on or from the Leased Premises during such Lease Year in excess of
the applicable  Sales Break Point set forth in the Data Sheet. In any Lease Year
where there is more than one  applicable  Sales  Break  Point,  for  purposes of
computing annual  Percentage Rent the following  calculation shall be used: each
Sales  Break  Point  which was  effective  during  any such  Lease Year shall be
multiplied  by a fraction,  the  numerator of which is the number of days in the
Lease Year that such Sales  Break Point was  effective  and the  denominator  of
which is the  actual  number of days in such Lease Year  (herein  the  "Adjusted
Break Point") and the sum of the Adjusted  Break Points shall be the Sales Break
Point for such Lease Year.  "Gross Sales" is defined to mean the total amount of
the  actual  sales  price,  whether  for  cash or  otherwise,  of all  sales  of
merchandise  or services  arising out of or payable on account of (and all other
receipts or amounts  receivable  whatsoever  with  respect to) all the  business
conducted in, on, or from the Leased  Premises by or on account of Tenant or any
sublessee, assignee or concessionaire of Tenant for cash or otherwise, including
all orders for merchandise  taken from or filled at or from the Leased Premises,

<PAGE>

including  all deposits not refunded to  customers.  A "sale" shall be deemed to
have been  consummated for purposes of this Lease,  and the entire amount of the
sale price shall be included in Gross Sales, at such time as (i) the transaction
is  initially  reflected  in the books or records of Tenant,  or any  sublessee,
assignee  or  concessionaire  of Tenant,  or (ii)  Tenant or such  other  entity
receives all or any portion of the sales price, or (iii) the applicable goods or
services are delivered to the customer,  whichever first occurs, irrespective of
whether  payment  is made in  installments,  the sale is for cash or  credit  or
otherwise,  or all or any portion of the sales price has  actually  been paid at
the time of inclusion  in Gross Sales or at any other time.  Tenant shall record
at the time of each sale or  transaction,  in the presence of the customer,  all
receipts  from  such sale or other  transaction,  whether  for  cash,  credit or
otherwise, in a cash register or cash registers having a cumulative total, which
shall be sealed in a manner  approved by Landlord  and which shall  possess such
other  features as shall be required by  Landlord.  There shall be no  deduction
allowed for direct or indirect discounts, rebates, or other reductions on sales,
unless  generally  offered to the public on a uniform  basis.  Tenant may deduct
from Gross Sales  discount  sales to  employees,  bad debts when written off the
books of Tenant and charges  paid to credit card  companies  provided,  however,
that in the aggregate such  deductions do not exceed three percent (3%) of Gross
Sales in any Lease Year.  Tenant may also  exclude from Gross Sales any transfer
of goods between Tenant's other stores and returns to shippers or manufacturers.
The term "Gross  Sales" shall  exclude,  however,  proceeds  from any sales tax,
gross  receipts tax or similar tax, by whatever name called which are separately
stated and in addition to the purchase price, bona fide transfers of merchandise
from the Leased  Premises to any other stores or warehouses  of Tenant,  refunds
given to customers for merchandise purchased at the Leased Premises and returned
or exchanged,  and sales of Tenant's  fixtures and equipment not in the ordinary
course of Tenant's business.  The term "merchandise" as used in this Lease shall
include food and beverages if Tenant is permitted to sell such items pursuant to
Section 4.1 hereof.

     (b) Tenant  shall  keep at the Leased  Premises  or at  Tenant's  executive
offices  within the  continental  United States a full and accurate set of books
and records adequately showing the amount of Gross Sales in each Lease Year. The
books and records to be kept by Tenant shall include,  without  limitation,  (i)
cash register  tapes,  including tapes from temporary  registers;  (ii) serially
pre-numbered  sales slips;  (iii) detailed original records of any exclusions or
deductions from Gross Sales; (iv) sales tax records; and (v) such other records,
if any, which would normally be examined by an independent  accountant  pursuant
to accepted  auditing  standards in performing an audit of Tenant's sales.  Such
books and records shall be kept in accordance with generally accepted accounting
principles  and  practices  and shall be  retained by Tenant for a period of not
less than two (2) years  following  the end of the Lease Year to which they have
reference.  When and as  Landlord  may  reasonably  require,  Tenant  shall also
furnish to Landlord any and all statements, information, and copies of sales and
income tax reports and returns  which  separately  show  financial  data for the
Leased  Premises,  and inventory  records and other data evidencing Gross Sales.
Within ten (10) days following the end of each calendar month of the Term hereof
Tenant shall  submit to Landlord an unaudited  statement of Gross Sales for such
calendar month.  All Gross Sales statements to be supplied by Tenant to Landlord
shall be in such form and with such detail as Landlord  shall deem  necessary or
desirable. Within ten (10) days following the end of the month in which Tenant's
Gross Sales for the Lease Year to date exceed the Sales  Break  Point,  and each
month thereafter,  Tenant shall pay to Landlord Percentage Rent and shall submit
to Landlord a statement  certified by Tenant  setting  forth the Gross Sales for
each such  period.  Within  forty-five  (45) days  after the close of each Lease
Year,  Tenant shall  furnish to Landlord a statement  certified by an authorized
representative  or financial officer of Tenant setting forth the amount of Gross
Sales during such Lease Year and showing the amount of Percentage  Rent required
to be paid by Tenant for such Lease Year. The full amount of the Percentage Rent
due shall be paid to  Landlord  no later  than  sixty (60) days after the end of

<PAGE>

each Lease Year and any excess  Percentage  Rent paid shall be credited  against
Tenant's next due  Percentage  Rent payment,  except for the final Lease Year of
the Term for which any  excess  shall be  refunded  to Tenant.  Landlord  and/or
Landlord's  auditor  shall have the right,  at any time after ten (10)  business
days notice,  to inspect  and/or  audit the records of Tenant  relating to Gross
Sales.  If the Gross Sales exceed those reported,  Tenant shall  immediately pay
any  deficiency in Percentage  Rent owing to Landlord.  If Gross Sales vary from
those reported by three percent (3%) or more,  Tenant shall pay Landlord's  cost
of  inspection  and audit.  If Gross Sales vary from those  reported by (i) five
percent  (5%) or more in any one (1) Lease Year,  or (ii) three  percent (3%) or
more for any two (2) Lease Years out of any five (5) Lease Years,  then Landlord
shall have the right, at its sole option,  to terminate this Lease,  with Tenant
remaining  liable for sums due and owing under this Lease for the balance of the
Term. Tenant agrees that in the event Tenant shall fail to timely submit a Gross
Sales statement as required by this Section 2.2(b), Tenant shall pay on demand a
late fee of  Fifty  and  00/100ths  Dollars  ($50.00)  per  late  statement,  as
additional rent.

     (c) In the event that  Tenant  shall fail to operate  its  business  in the
Leased Premises in the manner and on each day as required pursuant to Article IV
hereof,  then, for the purpose of computing the  Percentage  Rent for such Lease
Year  affected  by Tenant's  failure to operate,  the Sales Break Point for such
Lease Year shall be adjusted  by  multiplying  the Sales  Break Point  otherwise
applicable  for such Lease Year by a fraction,  the  numerator of which shall be
the actual  number of days in such short Lease Year or the actual number of days
in such Lease Year during which  Tenant was open for  business and  operating in
accordance with Article IV, and the denominator of which shall be "360".

     In the event  that the  first  Lease  Year is less  than six (6)  months in
length, then the Percentage Rent covering such Lease Year shall be paid on Gross
Sales in excess of the Sales Break  Point  computed on a pro rated basis for the
period  beginning  on the  Commencement  Date  of the  Term  and  ending  on the
succeeding December 31st.


     (d) The parties  hereto  understand  and agree that the  Percentage  Factor
specified in subparagraph (a) above for the purpose of computing Percentage Rent
has  been  determined  based  on  Tenant's  representation  that  it  will  sell
substantially  all  merchandise  from the Leased  Premises at  discount  prices,
namely  prices  that are at least  twenty  percent  (20%)  less than the  prices
charged by the majority of other retailers in the metropolitan area in which the
Shopping  Center  is  located  who  sell  the  same  or  substantially   similar
merchandise at full retail markup.  Tenant hereby  acknowledges  that Tenant has
represented to Landlord that it will operate its business in the Leased Premises
as one of the following:  (i) a factory direct outlet; or (ii) a discounter;  or
(iii) an off-price operation, selling all its merchandise at discount prices (as
herein  defined),  and that such  representation  was a material  inducement for
Landlord  to enter  into this  Lease  with  Tenant on the  rental  terms  herein
contained,  which rental provisions are predicated on the typically lower profit
margins of such businesses,  as compared to those selling at full retail markup.
Within  forty-five (45) days after the end of each Lease Year (together with the
annual Gross Sales statement) Tenant shall provide  reasonable  information that
Tenant  has sold  substantially  all its  merchandise  at  discount  prices on a
continuous  basis.  Landlord  may, at its  option,  at any time and from time to
time, obtain an independent study and review of the prices charged by Tenant and
the prices  charged by the  majority of retailers  in the  metropolitan  area in
which the Shopping Center is located who sell the same or substantially  similar
merchandise as that sold in the Leased  Premises  (herein  "Study").  If a Study
reveals  that  Tenant is failing or failed to sell its  merchandise  at discount
prices on a  continuous  basis,  Tenant  shall pay  Landlord's  cost and expense
incurred for such Study.

<PAGE>

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

     Section 2.4. Security Deposit. [Intentionally Deleted]


     Section 2.5. Late Charge. In the event any Rent or sums required  hereunder
to be paid are not received on or before the tenth (10th) calendar day after the
same are due,  then, for each and every late payment,  Tenant shall  immediately
pay, as  additional  rent,  a late charge  equal to the greater of (a) Fifty and
00/100ths Dollars  ($50.00),  (b) Ten and 00/100ths Dollars ($10.00) per day for
each day after the date due that such payment has not been  received by Landlord
or (c) four  percent  (4%) per month of the total  receivable  balance of Tenant
outstanding.  In the event of Tenant's failure to pay the foregoing late charge,
Landlord may deduct said charge from the  Security  Deposit set forth in Section
2.4 hereof.  The  provisions  herein for late charges  shall not be construed to
extend the date for payment of any sums required to be paid by Tenant  hereunder
or to relieve Tenant of its obligation to pay all such sums at the time or times
herein stipulated.  Notwithstanding the imposition of such late charges pursuant
to this Section 2.5,  Tenant shall be in default  under this Lease if any or all
payments  required  to be made by Tenant  are not made on or before the time due
and as stipulated in Article XIV, and neither the demand for, nor collection by,
Landlord of such late  charges  shall be  construed as a cure of such default on
the  part of  Tenant.  It is  agreed  that the said  late  charge  is a fair and
reasonable charge under the circumstances and shall not be construed as interest
on a debt payment.  In the event any charge imposed hereunder or under any other
section of this Lease is either  stated to be or construed as interest,  then no
such  interest  charge  shall be  calculated  at a rate which is higher than the
maximum rate which is allowed  under the usury laws of the State,  which maximum
rate of interest shall be substituted  for the rate in excess  thereof,  if any,
computed pursuant to this Lease.


                                   ARTICLE III

                         PREPARATION OF LEASED PREMISES


     Section 3.1. Landlord's Work. Landlord shall construct the building wherein
the Leased  Premises are to be located and perform the work described in Exhibit
C attached hereto and made a part hereof  ("Landlord's Work") at Landlord's cost
and expense, except as otherwise provided in Exhibit C. All work, in addition to

<PAGE>

the work  described in Exhibit C, done by Landlord at Tenant's  request shall be
paid for by Tenant within thirty (30) days after the presentation to Tenant of a
bill for such work.  Acceptance  of  possession  by Tenant  shall be  conclusive
evidence that Landlord's  Work has been fully performed in the manner  required.
Any  items  of  Landlord's  Work  which  are not  completed  as of  delivery  of
possession  shall be  identified  by Tenant on a punch list to be  submitted  to
Landlord within thirty (30) days after the date of possession and Landlord shall
thereafter  complete the same. Any items of Landlord's Work which are not timely
identified on such a punch list shall be deemed completed.

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

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

     Section 3.3. Tenant's Work. (a) Tenant agrees, prior to the commencement of
the Term of this Lease, at Tenant's sole cost and expense, to diligently perform
all work of whatever nature in accordance with Tenant's obligations set forth in
Exhibit D ("Tenant's  Work") and all other related work necessary to prepare for
the opening to the public of Tenant's store in the Leased Premises in accordance
with the  provisions  of this Lease.  Tenant  agrees to furnish to Landlord  the
Store Design Drawings and Working  Drawings and  Specifications  with respect to
the Leased Premises  prepared in the manner and within the time periods required
in  Exhibit  D.  If  such  Store  Design   Drawings  or  Working   Drawings  and
Specifications  are not furnished by Tenant to Landlord within the required time
period(s) in form to permit approval by Landlord,  then the Fixturing Period (as
described  in the Data  Sheet)  shall be  reduced by one (1) day for each day of
delay by Tenant in submitting said Store Design Drawings or Working Drawings and
Specifications.  Landlord shall exercise  reasonable  efforts to respond to such
Store Design Drawings or Working Drawings and Specifications submitted by Tenant
pursuant to this Lease  within  seven (7)  business  days  following  Landlord's
receipt from Tenant.  In the event of Landlord's  failure to respond within such
seven (7) business  day period,  the  Fixturing  Period as described in the Data

<PAGE>

Sheet  shall be  extended  by one (1) day for each  day of  additional  delay by
Landlord.

     Provided  Tenant  is not in  default  hereof,  Landlord  hereby  agrees  to
contribute towards the cost of Tenant's Work a Construction Allowance of Ten and
00/100ths Dollars ($10.00) per square foot of floor area of the Leased Premises.
The aforesaid  Construction  Allowance  shall be paid thirty (30) days after the
date Tenant opens for  business in the Leased  Premises,  provided  Tenant shall
have received a Certificate  of Acceptance  pursuant to Exhibit D hereof and the
applicable lien waivers from all contractors  and  subcontractors.  In the event
that this Lease is terminated prior to the expiration of the Term hereof, Tenant
shall repay said  Construction  Allowance to Landlord in cash upon  termination;
provided, however, that Tenant's liability for said Construction Allowance shall
be  reduced  at  the  rate  of  one-tenth   (1/10th)  each  anniversary  of  the
Commencement Date occurring during the Term hereof.

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

     (b) The  interest  of  Landlord  in the  Leased  Premises  and  the  Retail
Development  shall not be subject to liens for improvements made by or on behalf
of Tenant.  Nothing  contained  in this Lease shall be construed as a consent on
the part of Landlord to subject  Landlord's estate in the Leased Premises or the
Retail  Development to any lien or liability under  applicable law. In the event
that any  mechanic's,  materialman's  or other  lien or any  notices  of  claim,
including without limitation,  stop notices (herein "lien") is filed against the
Leased Premises or Retail  Development as a result of any work, labor,  services
or  materials  performed  or  furnished,  or alleged to have been  performed  or
furnished  to or for Tenant or to or for  anyone  holding  the  Leased  Premises
through or under  Tenant,  Tenant,  at its  expense,  shall cause the lien to be
discharged or fully bonded to the  satisfaction  of Landlord  within thirty (30)
days after  notice of the filing  thereof.  If Tenant fails to discharge or bond

<PAGE>

against said mechanic's,  materialman's or other lien, Landlord may, in addition
to any other remedies  Landlord may have, but without  obligation to do so, bond
against or pay the lien  without  inquiring  into the validity or merits of such
lien and all sums so advanced,  including  reasonable  attorney fees incurred by
Landlord in defending against such lien,  procuring the bond or in the discharge
of such lien,  shall be paid by Tenant on demand as additional rent. It shall be
Tenant's continuing  obligation to keep and maintain the Leased Premises and all
other parts of the Retail Development free from any and all liens arising out of
any work performed, materials furnished or obligations incurred by or for Tenant
in connection with the Leased  Premises.  In addition,  Tenant shall replace any
bonds  posted by Landlord  pursuant  hereto with a suitable  bond of  equivalent
amount within twenty (20) days after Landlord's demand therefor.

     Tenant,  subject to  Landlord's  consent not to be  unreasonably  withheld,
conditioned or delayed,  may grant a security  interest,  encumber or pledge its
equipment, personal property, inventory and movable trade fixtures located on or
about the Leased  Premises,  with respect to financing which benefits this store
location.  In  no  event,  however,  shall  Tenant  be  permitted  to  mortgage,
hypothecate, encumber or pledge the leasehold interest in the Leased Premises.

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

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

     Tenant may from time to time make non-structural  alterations to the Leased
Premises without Landlord's prior written approval,  the aggregate total cost of
which shall not exceed Ten Thousand and 00/100ths  Dollars  ($10,000.00)  in any

<PAGE>

Lease Year; provided,  however,  that Tenant shall not be permitted to alter the
sign or the  storefront  without  the prior  written  consent of  Landlord,  and
provided further that any such  non-structural  alterations shall not change the
overall appearance of the Leased Premises as originally approved by Landlord.

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

                                   ARTICLE IV

                               CONDUCT OF BUSINESS


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

     Section 4.2.  Operation of Business.  Tenant shall open for business in the
Leased Premises and remain open during the entire Term and continuously  operate
its business in the entire area of the Leased  Premises  during the entire Term.
Tenant  shall  conduct its  business at all times in a high class and  reputable
manner,  maintaining at all times a full staff of employees and a complete stock
of  merchandise.  Tenant  shall  install and  maintain at all times a display of
merchandise  in the display  windows (if any) of the Leased  Premises  and shall
keep the Leased  Premises well lighted during all hours that the Shopping Center
is  open  to the  public  and  during  such  other  hours  as may be  reasonably
designated by Landlord but in no event more than one (1) hour after the close of
business.  In no event shall Tenant conduct or advertise any auction, fire sale,
going out of business sale, or bankruptcy  sale in or about the Leased  Premises

<PAGE>

without Landlord's prior written consent in each instance,  which consent may be
withheld by Landlord in its sole and absolute  discretion.  Tenant shall conduct
its business in the Leased  Premises in a lawful manner and in good faith during
all days and hours specified by Landlord from time to time. Tenant shall not use
or  allow  the  Leased  Premises  to  be  used  for  any  improper,  immoral  or
objectionable  purposes, as determined by Landlord,  and Tenant shall not do any
act tending to injure the  reputation  of the Shopping  Center as  determined by
Landlord.

     Section 4.3.  Sign.  Tenant shall install and maintain one (1) sign affixed
to the front of the Leased  Premises,  subject to the prior written  approval of
Landlord as to design and location and  conforming to all  applicable  legal and
insurance  requirements.  Tenant's sign shall conform to the  specifications and
requirements  contained  in Exhibit E  attached  hereto.  Tenant  shall keep its
approved  storefront  sign lighted during all hours that the Shopping  Center is
open to the public and during such other hours as may be  reasonably  designated
by Landlord  but in no event more than one (1) hour after the close of business.
Tenant  shall  pay for all  costs in  connection  with  such  sign and  shall be
responsible  for the cost of proper  installation  and  removal  thereof and any
damage caused to the Leased  Premises  thereby.  In the event  Landlord deems it
necessary  to remove  such sign,  then  Landlord  shall have the right to do so,
provided,  however,  that if the  sign has  received  Landlord's  prior  written
approval and is consistent with the  specifications  and requirements of Exhibit
E, Landlord shall replace said sign as soon as practicable.  Except as mentioned
above,  Tenant shall not place or cause to be placed,  erected or  maintained on
any exterior door,  wall or window of the Leased  Premises,  or the glass of any
window or door of the Leased Premises,  or on any sidewalk or within any display
window space in the Leased Premises, or within five (5) feet of the front of the
storefront lease line or opening,  or within any entrance to the Leased Premises
or  otherwise  visible  from the  enclosed  mall,  any sign  (flashing,  moving,
hanging, handwritten or otherwise),  decal, placard, flashing, moving or hanging
lights, lettering or any other advertising matter of any kind or description. No
symbol,  design,  name,  mark or  insignia  adopted by  Landlord  for the Retail
Development  shall be used without the prior written  approval of Landlord.  Any
interior  signs  must  be  in  good  taste  and  prepared   professionally  (not
handlettered) so as not to detract from the appearance of the Leased Premises or
the Shopping Center. Any sign or display visible from the exterior of the Leased
Premises  which does not meet the above  criteria  may be removed at any time by
Landlord without  Landlord  incurring any liability  therefor,  and without such
removal constituting a breach of this Lease or entitling Tenant to claim damages
on account thereof.

     Section 4.4. Tenant's Warranties.  Tenant warrants,  represents,  covenants
and agrees that,  in the operation of its business  within the Leased  Premises,
Tenant shall:  (a) pay before  delinquency  any and all taxes,  assessments  and
public  charges  levied,  assessed or imposed upon  Tenant's  business,  or upon
Tenant's fixtures,  furnishings or equipment in the Leased Premises, or upon any
leasehold  interest or personal  property of any kind,  owned by or placed in or
about the Leased  Premises by Tenant or by anyone  claiming by, through or under
Tenant, including,  without limitation,  any transfer taxes, and pay when and as
due all license fees,  permit fees and charges of a similar nature  required for
the conduct by Tenant or any  subtenant  or  concessionaire  of any  business or
undertaking authorized hereunder to be conducted in or from the Leased Premises;
(b) observe all reasonable requirements  promulgated by Landlord at any time and
from time to time relating to delivery  vehicles,  the delivery of  merchandise,
and the storage and removal of trash and garbage;  (c) not use any space outside
the Leased Premises for sale, storage or any other undertaking;  (d) not use the
plumbing  facilities in the Leased  Premises for any purpose other than that for
which they were constructed,  nor dispose of any foreign substances therein; (e)
not use any advertising medium or sound devices inside or adjacent to the Leased
Premises which produce or transmit  sounds which are audible beyond the interior
of the Leased  Premises;  (f) not  permit  any odor to  emanate  from the Leased

<PAGE>

Premises  which is  objected  to by Landlord or by any tenant or occupant of the
Retail  Development  (and,  upon  written  notice from  Landlord,  Tenant  shall
immediately  cease and desist from causing such odor,  and Landlord may deem the
failure  by Tenant to do so, a  material  breach  of this  Lease);  (g) keep the
Leased Premises and any platform, loading dock or service area used by Tenant in
a neat, clean, safe and sanitary condition; (h) promptly comply with all present
and future laws, ordinances,  orders, rules, regulations and requirements of all
governmental  authorities having  jurisdiction,  and observe and comply with all
covenants and restrictions of record and all notices from Landlord's  mortgagee,
affecting or applicable to the Retail  Development or affecting or applicable to
the Leased Premises or the cleanliness,  safety,  occupancy and use of the same,
whether  or not any such law,  ordinance,  order,  rule,  regulation,  covenant,
restriction,  or other requirement is substantial, or foreseen or unforeseen, or
ordinary  or  extraordinary,   or  shall  necessitate   structural   changes  or
improvements,  shall interfere with the use or enjoyment of the Leased Premises,
or shall be directed to or imposed  upon Tenant or  Landlord,  and Tenant  shall
hold Landlord  harmless from any and all cost or expense on account  thereof (as
used in this Lease, the term "legal requirements" shall include the requirements
set forth in this  subparagraph);  (i) not use the parking  areas or  sidewalks,
common areas or any space on or about the Retail Development (outside the Leased
Premises) for display,  sale,  handbilling,  advertising,  solicitation,  or any
other similar undertaking; (j) maintain and operate the heating, ventilating and
air  conditioning  system and equipment  servicing the Leased  Premises so as to
adequately  heat and cool the same and to maintain at all times,  whether or not
Tenant is open for business,  temperatures in the Leased Premises which will not
drain heat or  ventilation or air  conditioning  from the enclosed mall or other
interior  areas  into  the  Leased   Premises  and  shall  not  discharge  heat,
ventilation or air conditioning  from the Leased Premises into the enclosed mall
or other  interior  areas;  and (k) be  authorized  to do business in the State,
evidence of which must be  delivered to Landlord on or before the earlier of (I)
the  Commencement  Date or (II) the date that Tenant  opens for  business in the
Leased Premises.

     Section 4.5.  Storage and Office Space.  Tenant shall store or stock in the
Leased  Premises only such goods,  wares and  merchandise  as Tenant  intends to
offer  for sale at,  in,  from,  or upon the  Leased  Premises.  This  shall not
preclude  occasional  emergency  transfers of merchandise to the other stores of
Tenant, if any, not located in the Shopping Center. Tenant shall use for office,
clerical or other non-selling purposes only such space in the Leased Premises as
is from time to time  reasonably  required for Tenant's  business  therein,  and
Tenant shall not perform any office or clerical  function in the Leased Premises
for any store located elsewhere.

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

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

     Section 4.8. Radius.  Tenant acknowledges that the Retail Development draws
it  customers  from a large  geographic  area,  relying in part on regional  and

<PAGE>

international tourism, and that the success of the Retail Development and income
of the Landlord therefrom are dependent upon maximum customer traffic within the
Retail Development. In addition, Tenant acknowledges that Landlord is relying on
the  generation  of  Percentage  Rent from  Tenant's  Gross  Sales at the Leased
Premises.  During  the  Term,  in the  event  Tenant,  or any  person,  firm  or
corporation  who or which  controls or is controlled by Tenant (an  "Affiliate")
shall directly or indirectly, either individually or as a partner or stockholder
or otherwise,  own, operate,  or become  financially  interested in any business
similar to or in competition with the business of Tenant described in Article IV
("competing  business"),  which  business is conducted  within the Area (as said
term is herein  defined),  then the Gross Sales (as said term is defined in this
Lease) of any such  competing  business  within  said Area shall be  included in
Tenant's  Gross  Sales made from the Leased  Premises  and the  Percentage  Rent
hereunder shall be computed upon the aggregate of Tenant's Gross Sales made from
the Leased  Premises and made from each such  competing  business then conducted
within said Area.  Tenant shall be obligated to provide  Landlord  with full and
complete  Gross Sales  information  and reports  with  respect to any  competing
business  within the Area in accordance  with the  requirements of Article II of
this Lease and Tenant shall be obligated  to include the  applicable  portion of
the Gross Sales of such  competing  business  with the Gross Sales of the Leased
Premises and to pay Percentage Rent thereon in accordance with the terms of this
Lease.  The  "Area"  shall be  defined  as the area  falling  within a radius of
fifteen  (15)  miles for  outlet  stores  only and five (5) miles for full price
stores,  measured  from the  outside  boundary of the Retail  Development.  This
Section 4.8 shall not apply to any competing business which is open and is being
operated by Tenant within said Area on the Effective Date.

                                    ARTICLE V

                                   COMMON AREA

     Section 5.1. Use of Common Area.  Landlord  agrees to cause to be operated,
managed and  maintained  during the Term all of the common areas of the Shopping
Center.  The term "common areas", as used in this Lease,  shall mean the parking
areas,  pedestrian  sidewalks and bridges,  truckways,  loading docks,  delivery
areas,  park areas,  pedestrian malls and courts,  elevators and escalators,  if
any, and stairs not  contained in leased  areas,  public  restrooms  and comfort
stations, if any, service areas, fire, service and exit corridors,  passageways,
landscaped  areas,  berms  and all  other  areas or  improvements  which  may be
provided for the  convenience and use of the occupants and tenants of the Retail
Development and their respective agents, employees, customers, invitees, and the
licensees  and  invitees of  Landlord.  The use and  occupancy  by Tenant of the
Leased Premises shall include the  non-exclusive  use, in common with all others
to whom Landlord has or may hereafter  grant rights to use the same  (including,
but not limited to, the owners,  tenants and occupants of the Shopping  Center),
of the  common  areas  and of such  other  facilities  as may be  designated  by
Landlord from time to time;  subject,  however, to rules and regulations for the
use thereof which will be uniformly applicable to all Shopping Center tenants as
prescribed  from  time  to time  by  Landlord.  In  particular,  Tenant  and its
employees shall park their cars only in the areas  specifically  designated from
time to time by Landlord for that purpose. Tenant covenants that it will enforce
the  parking by its  employees  in such  designated  areas.  Automobile  license
numbers of employees'  cars shall be furnished by Tenant to Landlord within five
(5) days  after  Landlord's  request.  In the event any  vehicle is parked by an
employee of Tenant in a non-employee parking area, Landlord shall have the right
to cause the vehicle to be towed to a location designated by Landlord and Tenant
shall be obligated to reimburse Landlord for all towing charges.  Tenant further
agrees to hold harmless  Landlord and defend Landlord,  its agents and employees
against any and all claims of the employee  and/or  owner of the vehicle  towed.
Landlord  may at any time close  temporarily  any common area to make repairs or
changes,  to  prevent  the  acquisition  of public  rights in such  areas and to
discourage  non-customer use,  provided the same shall not materially  adversely

<PAGE>

affect access to or visibility of the Leased Premises. In addition, Landlord may
modify, from time to time, the traffic flow pattern and layout of parking spaces
and the  entrances-exits  to  adjoining  public  streets  or  walkways,  utilize
portions  of  the  common  areas  for  entertainment,  displays  and  charitable
activities  and may do such  other  acts in and to the  common  areas  as in its
judgment may be desirable to improve the convenience or attraction thereof.

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

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

<PAGE>

shall  also be added to the  foregoing  costs and  expenses  an amount  equal to
fifteen  percent  (15%) of the total of all of the ongoing costs and expenses as
Landlord's  administrative fee. As stated throughout this Lease, whenever Tenant
is obligated to pay its  "proportionate  share" of a cost,  expense or Taxes (as
hereinafter  defined)  such share  shall be based on gross  leased and  occupied
floor area in the Shopping  Center,  and Tenant's  proportionate  share shall be
that fraction,  the numerator of which is the total square footage of floor area
in the Leased Premises, and the denominator of which is the total square footage
of gross leased and occupied floor area  (including the Leased  Premises) in the
Shopping  Center.  As used throughout this Lease, the "gross leased and occupied
floor  area" in effect for the whole of any Lease  Year shall be the  average of
the gross  leased  and  occupied  floor  area in effect on the first day of each
calendar month in such Lease Year.

     Notwithstanding  anything to the contrary contained herein,  Tenant's share
of Common Area Maintenance  Expenses from the Commencement Date through December
31, 2000 shall not exceed Ten and 00/100ths  Dollars ($10.00) per square foot of
floor area of the Leased Premises per Lease Year,  proportionately reduced for a
partial Lease Year.

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

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

                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

     Section 6.1.  Repairs and Maintenance by Landlord.  Landlord agrees to keep

<PAGE>

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

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

     (b) Tenant shall keep and maintain the Leased Premises in a clean, sanitary
and safe  condition in  accordance  with the laws of the State and in accordance
with all  directions,  rules and  regulations  of the health  officer,  building
inspector,  the National Fire Protection  association and any other officials of
the governmental  agencies having jurisdiction,  at the sole cost and expense of
Tenant,  and Tenant  shall  comply with all  requirements  of laws,  ordinances,
rules,  regulations  and  orders of any  lawful  authority  having  jurisdiction
affecting the Leased Premises or Tenant's use thereof.  Tenant,  at its expense,
shall install and maintain fire  extinguishers and other fire protection devices
as may be required by reason of the conduct of Tenant's  business,  from time to

<PAGE>

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

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

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

                                   ARTICLE VII

                                      TAXES

     Section  7.1.  Tax  Liability.  Tenant  agrees to pay to Landlord  Tenant's
proportionate share of all taxes and assessments and service payments in lieu of
taxes of every  nature and kind which may be levied or  assessed  by, or payable
to, any lawful  authority during or with respect to each fiscal tax year falling
in whole or in part during the Term of this Lease against any or all or any part
of the land,  buildings and improvements  comprising the Retail  Development and
any other taxes which  Landlord  becomes  obligated  to pay with  respect to the
Retail  Development,  whether or not the same are  assessed  as real or personal
property  or are  payable in advance or in arrears  (the  "Taxes").  If due to a
future change in the method of taxation,  any tax, excise or assessment shall be
levied or assessed  against  Landlord,  directly or  indirectly,  in lieu of, in
substitution  for or as a supplement to any present Taxes or future (real estate
or personal property) tax, in whole or in part, including any new tax, excise or
assessment  upon  rentals  payable  to  Landlord  by  occupants  of  the  Retail
Development  or upon  gross  receipts  or other  income of  Landlord  derived by
Landlord from or upon the interest in the Retail Development of Landlord (or any
individuals or entities  comprising  Landlord),  such tax,  excise or assessment
shall  constitute  a tax  respecting  which  Tenant  is  obligated  to  pay  its
proportionate  share to Landlord as  provided  herein.  If any Taxes or assessed
valuation(s)  are contested by Landlord,  then Tenant's  proportionate  share of
Taxes shall also include Tenant's proportionate share of the cost and expense of
consultation  services  incurred  in  evaluating  and  contesting  such Taxes or
assessed valuation(s).


<PAGE>

     The  term  "Taxes"  shall  also  include  any form of  assessment,  special
assessment,  license fee, license tax,  business  license fee,  business license
tax, commercial rental tax, levy, charge, tax or similar imposition,  imposed by
any authority having the direct power to tax,  including without  limitation any
city,  county,  State  or  Federal  government,  or  any  school,  agricultural,
lighting,  drainage or other improvement or special  assessment  district or any
other agency or other public body,  whether or not  consented to or joined in by
Landlord and whether or not retroactive,  payable by Landlord thereof as against
the land and improvements comprising,  or any legal or equitable interest of the
Landlord in, the Retail Development.

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

                                  ARTICLE VIII

                       INSURANCE, INDEMNITY AND LIABILITY

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

     Section 8.2.  Tenant's  Insurance  Obligations.  (a) Provided Tenant is the
Tenant named on the Recital Page and a wholly-owned subsidiary of the Guarantor,

<PAGE>

if any,  and  Tenant's  and  Guarantor's,  if any,  combined  net  worths are or
Tenant's  net  worth is at least  equal to Ten  Million  and  00/100ths  Dollars
($10,000,000.00),  Tenant  shall have the right to  self-insure  for any loss or
damage of the type covered by standard fire and extended coverage insurance with
respect to personal property located on or within the Leased Premises  including
alterations  and  improvements  made by  Tenant to the  extent  the same are not
covered by Landlord's fire and extended coverage insurance. Tenant and Guarantor
shall at their sole expenses, without regard to fault on the part of any person,
make and perform any repairs or restorations which are required as a result of a
casualty  which  would be covered by  insurance  of the type  described  in this
Section  8.2(a).  Tenant,  at Tenant's  sole cost and expense,  shall obtain and
maintain  in  effect  commencing  with  the  Delivery  of  Possession  Date  and
continuing  throughout the Term of this Lease,  insurance policies providing for
the following  coverage:  (i) all risk property  insurance  against fire, theft,
vandalism,  malicious mischief,  sprinkler leakage and such additional perils as
now are or hereafter may be included in a standard extended coverage endorsement
from time to time in general use in the State,  insuring  Tenant's  merchandise,
trade  fixtures,  furnishings,  equipment and all items of personal  property of
Tenant and of anyone  claiming by,  through or under Tenant located on or in the
Leased  Premises,  and the  amount  of such  insurance  will be set  forth in an
"agreed value  endorsement" to the policy of such  insurance,  not less than one
hundred percent (100%) of the full replacement  value thereof without  deduction
for  depreciation,  and with a deductible amount of not more than Fifty Thousand
and 00/100ths Dollars ($50,000.00),  provided,  however, any and all proceeds of
such insurance, so long as this Lease shall remain in effect, shall be used only
to repair or replace or pay for the items so insured;  (ii) a commercial general
liability policy,  including insurance protecting against any and all claims for
injury to persons or  property  occurring  in or about the Leased  Premises  and
protecting  against  assumed  or  contractual  liability  under  this Lease with
respect to the Leased Premises and the operations of Tenant and any subtenant of
Tenant  in,  on or about the  Leased  Premises,  with  such  policy to be in the
minimum amount of Three Million and 00/100ths Dollars  ($3,000,000) single limit
coverage; (iii) products liability insurance for merchandise offered for sale or
lease from the Leased Premises,  including (if this Lease covers leased premises
in which food  and/or  beverages  are sold  and/or  consumed)  liquor  liability
coverage (if applicable to Tenant's business) and coverage for liability arising
out of the consumption of food and/or alcoholic  beverages on or obtained at the
Leased Premises, of not less than Two Million and 00/100ths Dollars ($2,000,000)
per occurrence for personal injury and death and property damage;  (iv) workers'
compensation  coverage  as  required by law;  (v) with  respect to  alterations,
improvements and the like required or permitted to be made by Tenant  hereunder,
contingent  liability and builders  risk  insurance in amounts  satisfactory  to
Landlord; and (vi) the insurance required under Exhibit D.

     (b) All insurance  policies  herein to be procured by Tenant shall:  (i) be
issued by insurance companies reasonably satisfactory to Landlord and authorized
to do  business in the State;  (ii) be written as primary  policy  coverage  and
non-contributing  with respect to any coverage which Landlord may carry and that
any coverage  carried by Landlord  shall be excess  insurance;  (iii) insure and
name Landlord,  Landlord's  managing agent, any mortgagee of the Shopping Center
and any parties in interest  designated  by Landlord as additional  insured,  as
their  respective   interests  may  appear  (except  with  respect  to  workers'
compensation  insurance);  and (iv)  contain any express  waiver of any right of
subrogation by the insurance company against Landlord, Landlord's managing agent
and their respective agents, employees and representatives which arises or might
arise by  reason of any  payment  under  such  policy or by reason of any act or
omission of  Landlord,  its agents,  employees or  representatives.  Neither the
issuance of any insurance  policy  required  hereunder,  nor the minimum  limits
specified herein with respect to Tenant's insurance coverage, shall be deemed to
limit or restrict in any way  Tenant's  liability  arising  under or out of this
Lease.  With  respect  to each and every one of the  insurance  policies  herein
required  to be procured by Tenant,  on or before the  Commencement  Date and at

<PAGE>

least thirty (30) days before any such  insurance  policy shall  expire,  Tenant
shall deliver to Landlord upon Landlord's  written request a duplicate  original
or  certified  copy  of  each  such  policy  or a  certificate  of the  insurer,
certifying that such policy has been issued,  providing the coverage required by
this Section 8.2 and  containing  provisions  specified  herein,  together  with
evidence of payment of all  applicable  premiums.  Any insurance  required to be
carried  hereunder  may be carried  under a blanket  policy  covering the Leased
Premises and other locations of Tenant. Each and every insurance policy required
to be  carried  hereunder  by or on  behalf  of Tenant  shall  provide  (and any
certificate  evidencing  the  existence  of each  such  insurance  policy  shall
certify)  that,  unless  Landlord  shall first have been given thirty (30) days'
prior written notice thereof, the insurer will not cancel,  materially change or
fail  to  renew  the  coverage  provided  by such  insurance  policy.  The  term
"insurance  policy" as used herein shall be deemed to include any  extensions or
renewals  of such  insurance  policy.  In the event  that  Tenant  shall fail to
promptly  furnish any insurance  coverage  hereunder  required to be procured by
Tenant,  Landlord,  at its sole option, shall have the right after ten (10) days
prior written  notice to Tenant to obtain the same and pay the premium  therefor
for a period not  exceeding  one (1) year in each  instance,  and the premium so
paid by Landlord shall be  immediately  due and payable by Tenant to Landlord as
additional rent.

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

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

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

     Section  8.4.  Covenant  to  Hold  Harmless.  Except  with  respect  to the
negligence or willful  misconduct of Landlord,  its agents or employees  (unless
covered  or  required  to be  covered  by  Tenant's  insurance),  Tenant  hereby

<PAGE>

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

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

                                   ARTICLE IX

                         DESTRUCTION OF LEASED PREMISES

     Section 9.1. Continuance of Lease. In the event of any damage to the Leased
Premises  by fire or other  casualty,  this  Lease  shall not be  terminated  or
otherwise  affected;  except that, (a) if more than twenty-five percent (25%) of
the square  footage of the Leased  Premises shall be damaged by any such fire or
other  casualty  during  the last three (3) years of the Term of this Lease (not
including  any Option  Periods) or during any renewal or  extension  of the Term
hereof and the cost of repair or restoration  exceeds Ten Thousand and 00/100ths
Dollars  ($10,000.00) as estimated by Landlord,  or (b) if Landlord is unable to

<PAGE>

rebuild any portion of the building in which the Leased  Premises are located or
of the Shopping Center due to any inability to obtain any required  governmental
approval in connection therewith,  or (c) if more than thirty-five percent (35%)
of the floor area of the building in which the Leased Premises are located or of
the Shopping Center shall be damaged or destroyed by fire or other casualty,  or
(d) if all or any part of the building in which the Leased  Premises are located
or if the Shopping  Center or the Leased  Premises shall be damaged or destroyed
at any time by the  occurrence  of any  risk not  insured  under  the  insurance
required to be carried under Article VIII hereof,  then Landlord  shall have the
option to terminate  this Lease within ninety (90) days following the occurrence
of such fire or other  casualty by giving  written  notice to Tenant during such
period.  In  the  event  Landlord  exercises  any of the  foregoing  options  to
terminate, this Lease shall immediately terminate upon Landlord's written notice
to Tenant and (i) the entire  proceeds of the insurance  provided for in Section
8.1 hereof  shall be paid by the  insurance  company or  companies  directly  to
Landlord  and shall belong to, and be the sole  property of  Landlord,  (ii) the
portion of the  proceeds of the  insurance  provided for in Section 8.2 which is
allocable to equipment,  fixtures and other items,  which,  by the terms of this
Lease,  rightfully  belong to  Landlord  upon the  termination  of this Lease by
whatever cause,  shall be paid by the insurance company or companies directly to
Landlord,  and shall belong to, and be the sole property of, Landlord, and (iii)
Landlord  and Tenant  shall be relieved  from any and all further  liability  or
obligation   accruing  under  this  Lease  from  and  after  the  date  of  such
termination.  Tenant  hereby  waives  any and all  rights  which  it may have to
terminate this Lease by reason of damage to the Leased Premises by fire or other
casualty  pursuant to any  presently  existing or hereafter  enacted  statute or
pursuant to any other law.


     Section 9.2. Reconstruction.  If the Leased Premises are damaged by fire or
other casualty and this Lease is not  terminated in accordance  with Section 9.1
hereof,  then all fire and extended  coverage  insurance  proceeds from policies
carried  pursuant  to Section 8.1 hereof,  however  recovered,  shall be held in
escrow and made  available for payment of the cost of  repairing,  replacing and
rebuilding  the Leased  Premises,  the damage to the  Leased  Premises  shall be
promptly  repaired,  and the Minimum Rent and other charges payable by Tenant to
Landlord shall be abated in proportion to the floor area of the Leased  Premises
rendered   untenantable,   and  the  Sales  Break   Point   shall   likewise  be
proportionately reduced. Payment of Minimum Rent and all other charges so abated
shall  commence and Tenant shall be obligated to reopen for business  sixty (60)
days following the date that Landlord  advises  Tenant that the Leased  Premises
are   tenantable   and   Landlord   has   substantially   completed   Landlord's
Reconstruction  Work, unless Tenant opens at an earlier time in the damaged area
or remains open in such area  following  destruction  or damage,  in which event
there shall be no abatement or any such abatement shall terminate as of the date
of  Tenant's  earlier  reopening.   Landlord  shall  be  obligated  to  commence
Landlord's  Reconstruction  Work and shall  diligently  pursue the completion of
Landlord's  Reconstruction Work and shall cause the same to be completed as soon
thereafter as possible under the attendant  circumstances,  but in any event all
such Landlord's  Reconstruction  Work shall be completed and the Leased Premises
reopened for business  within one hundred  eighty (180) days following such fire
or casualty. After Landlord has completed Landlord's Reconstruction Work, Tenant
shall commence such Tenant's  Reconstruction Work, at its expense.  Tenant shall
comply with all laws,  ordinances and  governmental  rules or  regulations,  and
shall perform all work or cause such work to be performed with due diligence and
in a first-class  manner.  All permits required in connection with said repairs,
restoration and reconstruction shall be obtained by Tenant at Tenant's sole cost
and expense.  Any amount expended by Tenant in excess of any insurance  proceeds
received by Tenant shall be the sole  obligation of Tenant.  the Leased Premises
in accordance with the working drawings originally approved by Landlord pursuant
to Exhibit C and Exhibit D or with (at  Landlord's  sole  election) new drawings
prepared  by Tenant and  acceptable  to Landlord  and Tenant.  In no event shall

<PAGE>

Landlord be required to repair or replace Tenant's merchandise,  trade fixtures,
furnishings or equipment.  If Landlord repairs or rebuilds,  Tenant, at Tenant's
sole  cost,  shall  repair or  replace  Tenant's  merchandise,  trade  fixtures,
furnishings  and equipment in a manner and to at least a condition equal to that
prior to the damage or destruction  thereof  ("Tenant's  Reconstruction  Work").
Except as may be  specifically  set forth in this Article IX, Landlord shall not
be liable or obligated to Tenant to any extent  whatsoever by reason of any fire
or other  casualty  damage to the Leased  Premises,  or any damages  suffered by
Tenant by reason thereof,  or the  deprivation of Tenant's  possession of all or
any part of the Leased Premises.


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

                                    ARTICLE X

                                  CONDEMNATION

     Section 10.1.  Eminent Domain.  If fifty percent (50%) or more of the floor
area of the Leased  Premises  shall be taken or  condemned  by any  governmental
authority  (including,  for  purposes  of this  Article X, any  purchase by such
governmental  authority  in lieu of a taking),  then  either  party may elect to
terminate  this Lease by giving  notice to the other  party not more than ninety
(90) days after the date on which such title shall vest in the authority. If the
parking facilities are reduced below the minimum parking requirements imposed by
the applicable authorities, Landlord may elect to terminate this Lease by giving
Tenant  notice  within one  hundred  eighty  (180) days  after such  taking.  In
addition, if any Major Tenant shall terminate its lease with Landlord,  pursuant
to a taking of its store, Landlord may terminate this Lease by written notice to
Tenant  within  ninety (90) days after notice to Landlord that such Major Tenant
is terminating its lease. In the case of any taking or condemnation,  whether or
not the Term of this Lease shall cease and terminate,  the entire award shall be
the property of  Landlord;  provided,  however,  Tenant shall be entitled to any
award as may be made for trade  fixtures and other  equipment (not including any
Tenant's Work  required or permitted  under this Lease) which under the terms of
this Lease would not have become the  property of  Landlord;  further  provided,
that any such award to Tenant shall not be in diminution of any award  otherwise
to be made to Landlord in the absence of such award to Tenant.

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

     Section 10.3. Temporary Taking. Notwithstanding anything to the contrary in
this Article X, the  requisitioning of the Leased Premises or any part hereof by
military  or other  public  authority  for  purposes  arising out of a temporary

<PAGE>

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

                                   ARTICLE XI

                  ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

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

     Notwithstanding  the  provisions  of  this  Article  XI  to  the  contrary,
Landlord's  consent  shall  not  be  unreasonably  withheld  or  delayed  to  an
assignment  of this  Lease or a  sublease  for all or any  portion of the Leased
Premises  (by  merger,  consolidation  or  otherwise)  to  another  entity  (the
"Transferee")  to which  Tenant  shall  simultaneously  be  transferring  all or
substantially  all of its  stock  or all  or  substantially  all of its  assets,
provided  that:  (1) Tenant shall not at the time of such transfer be in default
under any of the  terms,  covenants  and  conditions  of this  Lease  beyond any
applicable  grace period,  (2) such Transferee shall agree in writing to perform
all of the unperformed terms, covenants and conditions of this Lease, (3) Tenant
shall at all times remain primarily  obligated for the performance of the terms,
covenants  and  conditions  of this  Lease and (4) the  number  of stores  being
transferred must consist of at least three (3) stores.

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


<PAGE>

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


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


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

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

     (c) Without  conferring  any rights upon Tenant not  otherwise  provided in
this Article XI, should Tenant desire to enter into an  assignment,  sublease or
transfer of this Lease or Tenant's  rights  hereunder,  Tenant shall  request in
writing  Landlord's  consent to the  assignment at least thirty (30) days before
the proposed effective date of the assignment,  providing the following: (i) the
full particulars of the proposed assignment,  sublease or transfer of this Lease
or Tenant's rights  hereunder,  including its nature,  effective date, terms and
conditions,  and copies of any offers, draft agreements,  subleases,  letters of
commitment or intent and other documents  pertaining to the proposed assignment;
(ii) a description of the identity,  net worth and previous business  experience
of  the  proposed  transferee,  including,  without  limitation,  copies  of the
proposed  transferee's  latest  income,  balance  sheet and changes in financial
position  statements  (with  accompanying  notes and disclosures of all material
changes thereto) in audited form, if available, and certified as accurate by the
proposed transferee;  and (iii) any further information relevant to the proposed
assignment  which Landlord  shall request after receipt of Tenant's  request for
consent. Tenant shall, concurrently with any request for Landlord's consent, pay
to Landlord a fee in the sum of One Thousand and 00/100ths  Dollars  ($1,000.00)
for  Landlord's  review and processing of such request and Landlord shall not be
obligated to review such request  prior to  Landlord's  receipt of such fee. All
requests for assignment,  sublease or transfer shall be forwarded to Landlord at
the address provided above and to the on-site mall management office.

     (d) Except for a permitted assignment or subletting as specified in Section

<PAGE>

11.1(a) and (b) and  without  conferring  any rights  upon Tenant not  otherwise
provided  in this  Article  XI, in the event of an  assignment  or  transfer  of
Tenant's interest in this Lease, or a sublease of all or a portion of the Leased
Premises, to a third party, any monthly rent or other payment accruing to Tenant
as the result of any such assignment,  transfer, or sublease, including any lump
sum or periodic payment in any manner relating to such  assignment,  transfer or
sublease, which is in excess of the Rent then payable by Tenant under this Lease
shall be paid  one-half  (1/2) of such excess by Tenant to  Landlord  monthly as
additional rent.  Landlord may require a certificate from Tenant  specifying the
full  amount of any such  payment  of  whatsoever  nature.  Notwithstanding  any
assignment,  subletting or transfer of this Lease or Tenant's rights  hereunder,
Tenant shall remain  fully liable on this Lease and for the  performance  of all
terms, covenants and provisions of this Lease.

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

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

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

                                   ARTICLE XII

          SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE

     Section 12.1.  Subordination.  Tenant agrees that this Lease shall,  at the
request of Landlord,  be subordinate to any mortgages or deeds of trust that are
now, or may  hereafter  be,  placed upon the Leased  Premises and to any and all
advances to be made thereunder,  and to the interest thereon,  and all renewals,
replacements   and   extensions   thereof,   provided  that  the  mortgagees  or
beneficiaries named in said mortgages or deeds of trust shall agree to recognize
the interests of Tenant under this Lease in the event of foreclosure,  if Tenant
is not then in default. Tenant also agrees that any mortgagee or beneficiary may
elect to have this  Lease  constitute  a prior lien to its  mortgage  or deed of
trust, and in the event of such election and upon notification by such mortgagee
or  beneficiary  to Tenant to that  effect,  this Lease shall be deemed prior in
lien to such mortgage or deed of trust,  whether this Lease is dated prior to or

<PAGE>

subsequent  to the date of said  mortgage or deed of trust.  Tenant  agrees that
upon the request of  Landlord,  or any  mortgagee or  beneficiary,  Tenant shall
execute whatever reasonable  instruments may be required to carry out the intent
of this Section 12.1 and Section 12.2.

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

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

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

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

     Landlord shall,  within thirty (30) days after written request from Tenant,
no more  often than once in any Lease  Year and  provided  Tenant is not then in
default hereunder,  deliver to Tenant or such persons as Tenant may designate, a

<PAGE>

statement  in  writing  certifying  to the extent  true  that:  (i) Tenant is in
possession of the Leased  Premises;  (ii) this Lease is in full force and effect
(as  later  modified,  if such be the  case);  (iii) the Rent due  hereunder  is
current;  and (iv) that to the best of  Landlord's  knowledge,  information  and
belief, Tenant is not in default hereunder.

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

                                  ARTICLE XIII

                            ADVERTISING AND PROMOTION

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


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

     Section 13.3. Advertisements.  Not more than once each Lease Year, Landlord
may require Tenant at Tenant's cost to either (i) place a one-quarter (1/4) page
tabloid advertisement, or (ii) contribute funds to cover the cost and expense of

<PAGE>

an advertisement prepared by Landlord in an advertising mailer, newspaper insert
or other media ad  coordinated  by  Landlord.  In the event that Tenant fails to
submit its  proposed  advertisement  within  thirty  (30) days after  Landlord's
request,  then  ----  Landlord  shall  have the right to  include  Tenant in the
advertising  promotion and to charge Tenant for the  advertisement.  Such charge
shall be  payable  by  Tenant  within  ten (10)  days  after  written  notice by
Landlord.

     Section  13.4.  Network.  Landlord  may cause to be  developed a mall video
network within the Retail Development (the "Network"). The object of the Network
shall be to provide a program of information,  entertainment and advertisements,
which  shall,  in  Landlord's  judgment,  serve to enhance or promote the Retail
Development  and its  occupants.  The  Network  shall  have  the  right  to sell
available time and access on the Network for  advertisements  or other uses. The
Network shall be under the sole and exclusive direction of Landlord and shall be
administered  by Landlord.  The costs and expenses  paid or incurred by Landlord
for  administering,   operating,  equipping,  staffing,  protecting,   insuring,
repairing,  replacing and  maintaining the Network shall be charged to the Fund.
Any production by Landlord of  advertising  messages for Tenant and any air time
on or access to the Network is subject to availability,  as determined solely by
Landlord,  and shall be at the then  applicable  rates and fees set by Landlord.
Landlord shall have the right to reject, remove or discontinue showing any video
taped advertising message of the business conducted,  or to be conducted, in the
Leased Premises  (herein  "Tenant Video") or advertising  message on the Network
the content of which is, in the opinion of Landlord,  unethical,  misleading, in
bad taste,  or shall tend to injure the reputation of the Retail  Development or
its occupants, or shall be deemed to be detrimental to the Retail Development or
is in  violation  of  any  applicable  rule,  law  or  existing  agreement  with
occupant(s) of the Retail Development.  Tenant acknowledges that Tenant shall be
solely  responsible  for the content of its Tenant Video and except with respect
to the gross  negligence  of Landlord  and the  Network,  Tenant  agrees to save
harmless Landlord, its officers, directors,  partners, employees and agents from
and against any and all claims, actions,  damages,  liability,  cost or expense,
including attorneys' fees that arise from or with respect to the content of such
advertising message, including without limitation any claims for infringement of
the  intellectual  property rights of others or actions for unfair  competition.
Landlord  reserves  the  right at any time to  dissolve  the  Network  and cease
providing its promotional services as well as Tenant Videos and in lieu thereof,
to provide,  or cause to be provided,  a program of advertising  and promotional
events  which in  Landlord's  sole  judgment,  will serve to promote  the Retail
Development and its occupants.

                                   ARTICLE XIV

                              DEFAULT AND REMEDIES


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

<PAGE>

notice; (c) the failure of Tenant to perform or observe any term or condition of
this Lease and such failure  shall  continue for thirty (30) days after  written
notice;  (d) ; (e) if any writ of  execution,  levy,  attachment  or other legal
process of law shall  occur upon  Tenant's  assets,  merchandise,  fixtures,  or
Tenant's  estate  or  interest  in the  Leased  Premises;  (f)  Tenant  shall be
liquidated or dissolved or shall begin  proceedings  toward such  liquidation or
dissolution,  or shall in any  manner  permit  the  divestiture  of all,  or any
substantial part of Tenant's assets. In the event of (i) a default which results
in a total  monetary  outstanding  balance  in  excess of  $20,000.00  or (ii) a
default  pursuant to Section  14.1 (a) (iii) of this  Lease,  which shall not be
remedied within the applicable grace period,  if any, by Tenant under this Lease
or by the tenant in any of the "other  leases" (as  hereinafter  defined),  then
Landlord may, upon ten (10) days prior notice in writing to Tenant, declare such
default to be a default of this Lease  (unless the  default is cured  within the
ten day period after notice) and, at Landlord's  option, a default of any of the
"other leases," as the case may be. Landlord and Tenant  acknowledge that Tenant
or the parent,  subsidiary or affiliate of Tenant (by virtue of common ownership
or control,  direct or indirect) has presently, or may in the future, enter into
lease agreements with Landlord (or with any person or entity which is affiliated
with Landlord,  or which directly or indirectly controls or is controlled by, or
is under common control with Landlord, or which is managed by the managing agent
utilized by Landlord for the Shopping  Center) for the shopping centers commonly
referred to as Ontario  Mills,  Potomac  Mills,  Franklin  Mills,  Gurnee Mills,
Sawgrass Mills,  Grapevine Mills,  Arizona Mills, and The Block at Orange,  Katy
Mills and  Concord  Mills (such  leases to be  referred  to as "other  leases").
Nothing  contained herein shall be deemed a limitation of the rights of Landlord
as set forth in this Lease or any of the "other leases."


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

     (a)  Perform,  on behalf and at the expense of Tenant,  any  obligation  of
Tenant under this Lease which Tenant has failed to perform and of which Landlord
shall  have  given  at least  three  (3)  days'  notice  (except  in the case of
emergency,  in which event no such notice shall be required),  the cost of which
performance by Landlord, together with interest therein at the interest rate (as
specified in Section 20.14 hereof) from the date of such  expenditure,  shall be
deemed additional rent and shall be payable by Tenant to Landlord upon demand.

     (b) Without further notice,  re-enter and repossess the Leased Premises, by
summary  proceedings  or otherwise,  and remove Tenant and all other persons and
property from the Leased Premises, and store such property in a public warehouse
or  elsewhere  at the cost of and for the  account of Tenant  without  resort to
legal process and without Landlord being deemed guilty of trespass or conversion
or becoming  liable for any loss or damage  occasioned  thereby.  In  connection
herewith,  Landlord shall have, in addition to any other  remedies,  any and all
self-help  remedies,  including  but not  limited to a  forcible  entry into the
Leased Premises or a "lock-out" accomplished by changing the locks on the Leased
Premises.  No re-entry of the Leased  Premises shall be construed as an election
by Landlord to accept Tenant's  surrender of the Leased Premises or to terminate
this Lease  unless a written  notice of such  intention  is given by Landlord to
Tenant.

     (c) Declare  the entire  balance of the Rent,  and all other  amounts to be
paid by Tenant  hereunder  for the  remainder  of the Term to be due and payable
immediately,  and  collect  such  balance in any manner  not  inconsistent  with
applicable  law. The amount of additional  rent and Percentage Rent payable with
respect to each Lease Year  remaining in the Term after such default  (including
the Lease  Year  during  which  such  default  occurred)  shall be  conclusively

<PAGE>

presumed to be equal to the average  additional rent and Percentage Rent payable
with respect to each  completed  Lease Year  preceding  such default;  provided,
however,  that if such default  occurs  before the  expiration  of two (2) Lease
Years,  then the amount of  additional  rent and  Percentage  Rent  payable with
respect to each Lease Year  remaining in the Term after such default  (including
the Lease Year or partial Lease Year during which such default  occurred)  shall
be  conclusively  presumed to be equal to twelve (12) times the average  monthly
additional rent and Percentage Rent payable prior to such default.

     (d) Terminate this Lease by giving  written  notice of such  termination to
Tenant,  which  termination  shall be effective as of the date of such notice or
any later date  therefor  specified by Landlord in such notice  (provided,  that
without limiting the generality of the foregoing provisions,  Landlord shall not
be deemed to have accepted any  abandonment or surrender by Tenant of any or all
of the Leased  Premises or Tenant's  leasehold  estate  under this Lease  unless
Landlord has so advised Tenant  expressly and in writing,  regardless of whether
Landlord has re-entered or relet any or all of the Leased  Premises or exercised
any or all of Landlord's other rights under this Lease or applicable law).

     (e) In  Landlord's  own name or  otherwise,  relet any or all of the Leased
Premises  with  or  without  any  additional  premises,  for  any  or all of the
remainder  of the Term (or, if this Lease has then been  terminated,  for any or
all of the period which would,  but for such  termination,  have constituted the
remainder of the Term) or for a period  exceeding such remainder,  on such terms
and subject to such conditions as are acceptable to Landlord (including,  by way
of example rather than of limitation, the alteration of any or all of the Leased
Premises in any manner which, in Landlord's judgment,  is necessary or desirable
in connection with such reletting,  and the allowance of one or more concessions
or  "free-rent"  or  reduced-rent  periods),  and  collect and receive the rents
thereof.  Tenant shall pay to Landlord, at the times and in the manner specified
by the provisions of this Lease (unless  Landlord has elected to accelerate Rent
as provided above in  subparagraph(d),  in which event Tenant shall be obligated
to pay such  accelerated  amount  as  provided  in such  subparagraph),  (i) the
installments  of the Minimum Rent,  additional rent and Percentage Rent accruing
during  such  remainder  (or,  if this Lease has then been  terminated,  damages
equalling the respective amounts of such installments (determined as provided in
subparagraph  14.2(c) which would have accrued during such  remainder,  had this
Lease  not  been  terminated)),  plus  (ii)  the  cost to  Landlord  of any such
reletting  (including,  by way of example rather of limitation,  any attorneys's
fees, leasing or brokerage  commissions,  repair or improvement expenses and the
expense of any other actions taken in connection  with such  reletting) less any
monies  received by Landlord with respect to such  remainder from such reletting
of any or all of the Leased Premises.

     (f) Recover  from  Tenant,  an amount equal to (i) all items of accrued and
unpaid Rent, including,  without limitation,  the then unamortized amount of the
Construction  Allowance;  (ii) all  reasonable  expenses  (including,  by way of
example rather than of limitation,  all repossession costs, management expenses,
operating expenses,  legal expenses and attorney's fees) incurred by Landlord in
curing or seeking to cure any  default or in  exercising  or seeking to exercise
any of Landlord's  rights and remedies  under the provisions of this Lease or at
law or in equity on account of any  default,  plus  (iii)  interest  on all such
expenses,  at the rate  provided in Section  20.14,  all of which  expenses  and
interest shall be payable by Tenant immediately on demand therefor by Landlord.

     (g) Without terminating this Lease,  maintain Tenant's right to possession,
in which case this Lease shall  continue in effect  whether or not Tenant  shall
have vacated the Leased Premises.  In such event,  Landlord shall be entitled to
enforce all of Landlord's  rights and remedies  under this Lease,  including the
right to recover Rent as it becomes due hereunder.

     (h) Any damage or loss of Rent  sustained  by Landlord  may be recovered by

<PAGE>

Landlord, at Landlord's option, at the time of the reletting or termination,  in
a single action or in separate actions,  from time to time, as said loss of Rent
or damages shall accrue, or in a single proceeding  deferred by Landlord or with
jurisdiction  reserved by the court,  until the  expiration  of the Term of this
Lease (in which event Tenant hereby agrees that, at Landlord's option, the cause
of action shall not be deemed to have accrued  until the date of  expiration  of
said Term).

     (i) Nothing  contained  herein shall prevent the  enforcement  of any claim
Landlord may have against Tenant for  anticipatory  breach of this Lease. In the
event of any anticipatory breach by Tenant of any of the covenants or provisions
hereof or in the event of  Tenant's  default,  Landlord  shall have the right of
injunction  and the right to invoke any remedy allowed at law or in equity as if
re-entry,  summary  proceedings and other remedies were not provided for herein.
Mention in this Lease of any particular  remedy shall not preclude Landlord from
any  other  remedy  under  this  Lease or, at law or in  equity.  Tenant  hereby
expressly waives for itself and all persons  claiming by or through Tenant,  any
and all rights to redeem, reinstate or restore, or obtain relief from forfeiture
of this  Lease  granted  by or under any  present  or future law in the event of
Tenant being evicted or dispossessed  for any cause, or in the event of Landlord
obtaining possession of the Leased Premises by reason of the violation by Tenant
of any of the covenants and conditions of this Lease.

     (j) In case suit shall be brought for recovery of the Leased Premises,  for
the recovery of Rent or any other amount due under the provisions of this Lease,
or because of the breach of any other covenant  herein  contained on the part of
Tenant to be kept and performed, and a breach shall be established, Tenant shall
pay to Landlord all costs and expenses incurred therefor,  including  Landlord's
attorney's reasonable fees and expenses.

     (k) Nothing herein  contained shall limit or prejudice  Landlord's right to
prove and obtain as damages, by reason of any default by Tenant, an amount equal
to the maximum allowed by statute or rule of law in effect at the time when, and
governing the proceedings in which, such damages are to be proved. No expiration
or  termination  of this  Lease,  abandonment,  re-entry by Landlord or vacancy,
shall relieve Tenant of any of its liabilities and obligations  under this Lease
(whether or not any or all of the Leased  Premises are relet),  and Tenant shall
remain liable to Landlord for all damages  resulting from any default by Tenant,
including  any  damage  resulting  from  the  breach  by  Tenant  of  any of its
obligations to pay Minimum Rent,  Percentage Rent, additional rent and any other
sums which Tenant is obligated to pay hereunder.

     (l) The rights and remedies of Landlord under this Lease shall be deemed to
be  cumulative,  and no one of such rights or remedies shall be exclusive at law
or in equity of the other  rights  and  remedies  of  Landlord  on  account of a
default by Tenant,  and the exercise of any one such right or remedy by Landlord
shall not impair Landlord's standing, right or power to exercise any other right
or remedy.

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

     (b) It is understood and agreed that this Lease is a lease of real property
in a shopping center as such lease is described in Section 365 of the Bankruptcy
Code,  as the same  may be  amended  from  time to time.  Upon the  filing  of a
petition by or against Tenant under the Bankruptcy Code,  Tenant,  as debtor and
as  debtor-in-possession,  and any trustee who may be appointed  with respect to
the assets of or estate in bankruptcy of Tenant, agree to pay monthly in advance

<PAGE>

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

     Section 14.4.  Additional  Remedies and Waivers.  Notwithstanding any other
provision  contained in this Lease to the  contrary,  all rights and remedies of
Landlord  set forth  herein  (including  but not  limited to  Landlord's  rights
respecting lockout, re-entry,  self-help,  repossession,  security interests and
lien rights and  foreclosure)  shall be in addition to (and not in  substitution
of) any and all other  rights and  remedies  now or  hereafter  provided by law,
including  but not  limited to rights and  remedies  provided  by the  statutes,
rules,  regulations,  laws and  judicial  decisions  of the State,  and all such
rights and remedies shall be cumulative; and none of such rights and remedies so
provided by law shall be conditioned or limited by any conditions or limitations
on the remedies  granted to Landlord under the terms of this Lease, nor upon any
notice  and/or  passage of time that may be required  hereunder  in order for an
event or condition  to  constitute a default or an event of default as that term
is defined in this Lease.

     Section  14.5.  Landlord's  Cure of Default.  If Tenant shall be in default
hereunder,  Landlord shall have the option,  but not the obligation,  upon three
(3) days written notice to Tenant (except in the event of an emergency, in which
event no notice shall be required), to cure the act or failure constituting said
default  for the  account of and at the  expense of Tenant.  Landlord's  cure or
attempt to cure any act or failure  constituting the default by Tenant shall not
result in a waiver or release of Tenant. Tenant agrees to pay the costs incurred
by Landlord  pursuant to this Section 14.5 plus  interest,  in  accordance  with
Section 20.14 hereof,  on all sums expended by Landlord pursuant to this Section
14.5 from the date of such expenditure plus a charge of fifteen percent (15%) of
such costs, to Landlord upon demand, as additional rent.

     Section 14.6. Security Interest [Intentionally Deleted].

                                   ARTICLE XV

                                 RIGHT OF ACCESS

     Landlord may, at any reasonable time or times,  upon prior notice to Tenant
(except  in the event of an  emergency,  or if Tenant is in  default  under this
Lease,  in which  event no  notice  shall be  required),  before  and  after the
Commencement  Date, enter upon the Leased Premises,  any portion thereof and any
appurtenance  thereto (with men and materials,  if required) for the purpose of:
(a) inspecting the same;  (b) making such repairs,  replacements  or alterations
which  Landlord  may be required  to perform as herein  provided or which it may

<PAGE>

deem desirable for the Leased  Premises;  and (c) showing the Leased Premises to
prospective purchasers,  lenders or lessees.  Landlord hereby expressly reserves
the  right,  exercisable  at any time and from  time to  time,  to  erect,  use,
maintain and repair pipes,  conduits,  plumbing,  vents, ducts and wires in, to,
under and through the Leased Premises as and to the extent that Landlord may now
or hereafter  deem to be necessary or appropriate  for the proper  operation and
maintenance of the Shopping Center.  Any redecorating or repair  necessitated by
reason  of  location  of  same   within  the  Leased   Premises   shall  be  the
responsibility  of Landlord.  Landlord  agrees to hold Tenant  harmless from any
damage or injury to person or property  to the extent  resulting  from  Landlord
exercising its rights under this Article XV.

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

                                   ARTICLE XVI

                                     DELAYS

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

                                  ARTICLE XVII

                                   END OF TERM

     Section  17.1.  Return  of Leased  Premises.  Upon the  Expiration  Date or
earlier  termination of this Lease,  Tenant shall quit and surrender to Landlord
the Leased Premises, broom-clean, in good order and condition, ordinary wear and
tear  excepted,  and shall  surrender  to Landlord all keys to or for the Leased
Premises and inform Landlord of all combinations of locks,  safes and vaults, if
any, in the Leased  Premises.  Subject to the  provisions of Section 3.5 hereof,
Tenant,  at its expense,  shall promptly remove all personal property of Tenant,
repair all damage to the Leased  Premises caused by such removal and restore the
Leased Premises to the condition which existed prior to the  installation of the
property so removed. Any personal property of Tenant not removed within ten (10)
days following the Expiration Date or earlier termination of this Lease shall be
deemed to have been  abandoned  by Tenant  and to have  become the  property  of
Landlord,  and may be retained or disposed  of by  Landlord,  as Landlord  shall
desire.  Tenant's  obligation  to observe or perform the  covenants set forth in
this Section 17.1 shall survive the  Expiration  Date or earlier  termination of
this Lease.

     Section 17.2.  Holding Over. If Tenant shall hold  possession of the Leased

<PAGE>

Premises  after the  Expiration  Date or  earlier  termination  of this Lease at
Landlord's option (a) Tenant shall be deemed to be occupying the Leased Premises
as a tenant from month-to-month, at double the Minimum Rent and other charges in
effect  during the last Lease  Year  immediately  preceding  such  holdover  and
otherwise  subject  to all of the terms and  conditions  of this  Lease,  or (b)
Landlord may exercise any other remedies it has under this Lease or at law or in
equity including an action for wrongfully holding over.

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

                                  ARTICLE XVIII

                           COVENANT OF QUIET ENJOYMENT

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

                                   ARTICLE XIX

                                    UTILITIES

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

     Section 19.2. Electricity,  Telephone and Gas. All telephone,  electric and
gas (with gas being available only to food service  tenants) utility required by
Tenant for the Leased  Premises  shall (if  available)  be obtained by Tenant in
accordance with Exhibit D and shall be installed by the  appropriate  company or
utility.  All charges  for such  utility  service  (including  the  installation
thereof)  shall be paid by Tenant  directly to the company or utility  providing
any such service, as and when they become due and payable.

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

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

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


                                   ARTICLE XX

                                 MISCELLANEOUS

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

     Section 20.2.  Notices.  No notice or other  communication given under this
Lease  shall be  effective  unless the same is in writing  and is  delivered  in
person or mailed by  registered or certified  mail,  return  receipt  requested,

<PAGE>

first class,  postage  prepaid,  or delivered by Federal Express or a comparably
reliable  national air courier  service (i.e. one which  delivers  service in at
least 48  states)  provided  that  any such  courier  service  provides  written
evidence of delivery. Any such notice or communication shall be addressed:

     (a) If to  Landlord,  at  1300  Wilson  Boulevard,  Suite  400,  Arlington,
Virginia 22209, Attention: General Counsel, or to such other address as Landlord
shall   designate  by  giving  notice  thereof  to  Tenant,   with  a  copy  for
informational purposes only to the Mall Manager of the Retail Development.

     (b) If to  Tenant,  at the  address  set forth for Tenant on page 1 of this
Lease or at the Leased Premises, or such other address as Tenant shall designate
by giving notice thereof to Landlord. The date of service of any notice or other
communication  given by mail shall be the date on which such notice is deposited
in the U.S.  mails.  The date of service of any notice given by courier  service
(as  described  above)  shall be one (1) day after  deposit  with  such  courier
service.

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

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

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

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

<PAGE>

warranty.

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

     Section 20.8. No  Partnership.  Notwithstanding  the fact that a portion of
the Rent reserved  hereunder may be a percentage  of Tenant's  Gross Sales,  and
notwithstanding  anything else to the contrary,  Landlord shall not be deemed to
be a partner of Tenant or a joint venturer with Tenant.

     Section  20.9.  Waiver  of  Counterclaims.  Tenant  shall  not  impose  any
counterclaim or counterclaims  in a summary  proceeding or other action based on
termination  or holdover,  it being the intent of the parties hereto that Tenant
be strictly  limited in such instance to bringing a separate action in the court
of appropriate  jurisdiction.  The foregoing waiver is a material  inducement to
Landlord making,  executing and delivering this Lease and Tenant's waiver of its
right  to  counterclaim  in any  summary  proceeding  or other  action  based on
termination or holdover is done so knowingly, intelligently and voluntarily.

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

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

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

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

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

<PAGE>

which  maximum  rate of  interest  shall be  substituted  for the rate in excess
thereof, if any, computed pursuant to this Section 20.14.

     Section  20.15.  Excavation.  If an  excavation  shall  be made  upon  land
adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation,  license to
enter upon the Leased Premises for the purpose of doing such work as said person
shall deem  necessary  to preserve  the wall or the building of which the Leased
Premises  form a part from  injury or damage and to  support  the same by proper
foundation,  without  any claim for  damages  or  indemnity  from  Landlord,  or
diminution or abatement of Rent.

     Section  20.16.  Rules and  Regulations.  Tenant  agrees to comply with and
observe all  reasonable  rules and  regulations  established by Landlord for the
Shopping  Center from time to time.  Tenant's  failure to keep and observe  such
rules and regulations  shall  constitute a default pursuant to the terms of this
Lease in the manner as if the same were  contained  herein as  covenants,  which
shall carry with it the same  consequences  under Article XIV hereof as Tenant's
failure to pay rent.

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

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

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

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


<PAGE>

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

     Section  20.22.  Managing  Agent.  Landlord has advised  Tenant that it has
appointed MillsServices Corp., a Delaware corporation,  as managing agent of the
Retail Development (said managing agent and any successor or substitute managing
agent is  hereinafter  referred to as "Managing  Agent").  Tenant  shall,  until
otherwise  notified by Landlord,  make all payments of Rent  required to be made
pursuant to this Lease to the Managing  Agent payable to Landlord and direct all
notices,  inquires or other  communications  to the Managing Agent,  1300 Wilson
Boulevard, Suite 400, Arlington, Virginia 22209.



     [signature block on following page]



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

<S>                                                           <C>    <C>    <C>    <C>    <C>    <C>
WITNESS:                                                      LANDLORD:

By:      ____________________                                 OPRY MILLS LIMITED PARTNERSHIP, a Delaware limited partnership
By:      ____________________
                                                              By:      Opry Mills, L.L.C., a Delaware limited liability company
                                                              Its:     General Partner

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

                                                              By:      The Mills Corporation, a Delaware corporation
                                                              Its:     General Partner
By:      ____________________
By:      ____________________                                 By:      _________________________
                                                                       Judith Berson
                                                                       Executive Vice President

                                                              TENANT:
By:      ____________________
By:      ____________________                                 TOYS INTERNATIONAL, INC., a California corporation

                                                              By:      __________________
                                                              Name:____________________
                                                              Its:     ____________________

                                                              By:      __________________
                                                              Name:____________________
                                                              Its:     ____________________


                                                              Tenant's Corporate Seal:




</TABLE>


<PAGE>
                           ACKNOWLEDGMENT OF LANDLORD


COMMONWEALTH OF VIRGINIA                    )
                                                     ) ss.
COUNTY OF ARLINGTON                                  )

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

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

[Notarial Seal]







                       ACKNOWLEDGMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                       )


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

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

[Notarial Seal]





<PAGE>
     ADDENDUM ATTACHED TO AND MADE A PART OF LEASE DATED ___________,  199__, BY
AND BETWEEN OPRY MILLS LIMITED PARTNERSHIP,  A DELAWARE LIMITED PARTNERSHIP,  AS
"LANDLORD," AND TOYS INTERNATIONAL, INC., A CALIFORNIA CORPORATION, AS "TENANT."
-


     The Lease is hereby  modified and  supplemented  as set forth  herein.  Any
conflict between a term,  condition or provision contained in this Addendum with
any term,  condition  or  provision  contained  in the  printed  Lease  shall be
resolved in favor of this Addendum.

     Section 12.1: At the end of Section 12.1, insert:

     "In accordance  with the provisions of this Section 12.1,  Tenant agrees to
execute the  Agreement of  Subordination,  Non-Disturbance  and  Attornment  and
Pre-Construction  Tenant Estoppel  Certificate  attached hereto as Exhibit H and
Exhibit H-1 or such other  reasonable  form of  subordination  agreement  within
twenty (20) days of a request from Landlord's lender to do so."

     Add as a new Section 20.23:

     "Section  20.23.  Lease   Contingencies.   This  Lease  is  contingent  and
conditioned  upon (a)  acquisition  of the Retail  Development  property  by the
Landlord;  it being  understood that as of the date of this Lease,  Landlord has
only a  contractual  right to said  property and (b) the securing by Landlord of
financing for the Retail  Development on terms and conditions,  and at a rate of
interest and in a loan amount, satisfactory to Landlord in its sole and absolute
discretion  (both  of said  conditions  (a) and (b)  being  herein  collectively
referred  to as the "Lease  Contingencies").  In the event the  foregoing  Lease
Contingencies  have not been satisfied on or before June 30, 2000, then Landlord
shall  thereafter  have the right to terminate and cancel this Lease upon thirty
(30) days prior written notice to Tenant.  If the Lease  Contingencies  shall be
satisfied  prior to the  expiration  of the  aforesaid  thirty  (30) day  notice
period,  then the notice to terminate  and cancel shall be voided and this Lease
shall remain in full force and effect. In the event of termination of this Lease
as herein  provided,  this Lease shall cease and come to an end,  Landlord shall
reimburse  Tenant for any advance  Rent paid,  and there shall  thereupon  be no
further liability or obligations upon either party under or with respect to this
Lease.  Each party  will,  at the  other's  request,  execute an  instrument  in
recordable  form  containing  a release and  surrender  of all right,  title and
interest in and to this Lease."

     Add as a new Section 20.24:

     "Section 20.24.  Ground Lease.  Notwithstanding  anything else contained in
this Lease,  Tenant acknowledges that Landlord's interest in the land upon which
the Shopping  Center is to be or has been  constructed  will be that of a ground
lessee under a ground lease to be entered into between Landlord and the owner(s)
of such land (the  "Ground  Lease").  Tenant  agrees  that (i) this Lease is and
shall be subordinate  to the Ground Lease,  as the same may from time to time be
modified,  extended,  restated or  replaced,  (ii) upon any  termination  of the
Ground Lease, Tenant shall attorn to the ground lessor and recognize said ground
lessor as its lessor  under this Lease,  and (iii) said ground  lessor  shall be
named as an additional insured under Tenant's liability  insurance  described in
Section  8.2 above  (provided  Tenant has been  furnished  with the name of such
ground  lessor).  Landlord  represents  and warrants  that the Ground Lease will
contain (and any  restatement  or replacement  thereof will contain)  provisions
pursuant to which the ground lessor  irrevocably  agrees to recognize this Lease
and Tenant's  interest  hereunder in the event of any  termination of the Ground
Lease (unless such termination is caused by a casualty or condemnation that also
results  in a  termination  of this  Lease),  so long as  Tenant  is not then in
default under this Lease beyond any applicable cure period;  provided that, upon
such recognition,  the ground lessor shall not (i) have any obligation to Tenant
with  respect  to any  portion of the term of this  Lease  extending  beyond the
scheduled  expiration  date of the Ground  Lease (which shall be no earlier than
October 31, 2048); (ii) be liable for the acts or defaults of any prior landlord
(including  Landlord);   (iii)  have  any  liability  to  complete  any  initial
construction  of the Leased  Premises  or to fund any  allowance  granted by any
prior landlord (including  Landlord) with respect thereto;  (iv) be bound by any
payments of rent made by Tenant more than thirty (30) days in advance; or (v) be
liable for the return of any  security  deposit  not  actually  received  by the
ground lessor."




<PAGE>
     IN WITNESS  WHEREOF,  Landlord  and  Tenant  have  signed  and sealed  this
Addendum as of the day and year first above written.
<TABLE>
<CAPTION>



<S>                                                           <C>
WITNESS:                                                      LANDLORD:

                                                              OPRY MILLS LIMITED PARTNERSHIP, a Delaware limited partnership

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

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

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

                                                              ------------------------------------
                                                              By:      Judith Berson
                                                              Its:     Executive Vice President

By:      ____________________

By:      ____________________
                                                              TENANT:

                                                              TOYS INTERNATIONAL, INC., a California corporation

WITNESS/ATTEST:                                               By:

                                                              Name:

                                                              Its:
By:      ____________________

By:      ____________________                                 By:

                                                              Name:

                                                              Its:
By:      ____________________

By:      ____________________







</TABLE>


<PAGE>
                           ACKNOWLEDGEMENT OF LANDLORD


COMMONWEALTH OF VIRGINIA                    )
                                                     )  ss.
COUNTY OF ARLINGTON                         )

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


-----------------------------------
Notary Public, Commonwealth of Virginia
My Commission expires:_____________





                       ACKNOWLEDGEMENT OF CORPORATE TENANT


STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                              )


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


Notary Public, County,
My Commission expires:

[Notarial Seal]




<PAGE>
                                    EXHIBIT F




                  COMMENCEMENT AND EXPIRATION DATE DECLARATION


LANDLORD:


TENANT:


LEASE DATE:


STORE NUMBER:



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


LANDLORD:                                            TENANT:





By:                                                  By:

Its:                                                 Its:

Date:                                                Date:




<PAGE>
                                    EXHIBIT H

                           AGREEMENT OF SUBORDINATION,
                         NON-DISTURBANCE AND ATTORNMENT



     THIS AGREEMENT is made this day of ________,  199_, by and among OPRY MILLS
LIMITED  PARTNERSHIP,  a Delaware limited  partnership  having an office c/o The
Mills Corporation,  1300 Wilson Boulevard, Suite 400, Arlington,  Virginia 22209
("Lessor"), TOYS INTERNATIONAL, INC., a California corporation, having an office
at  550  Rancheros  Drive,  San  Marcos,   California  92069   ("Lessee"),   and
_____________, having offices at __________________,  its successors and assigns
or an affiliate  ("Lender"),  for itself and as agent for, and as co-lender with
one or more co-lenders.


                              W I T N E S S E T H:

     WHEREAS,  Lender is providing  financing for the Opry Mills shopping center
in Nashville, Tennessee as more fully described on Exhibit A attached hereto and
made a part hereof (the "Property");

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

     WHEREAS, Lender has or will become the owner of an indebtedness secured by,
among other things, a [Deed of Trust] [Mortgage],  dated as of  _______________,
made by  Lessor,  as  [trustor]  [mortgagor],  for the  benefit  of  Lender,  as
[beneficiary]  [mortgagee] (the ["Deed of  Trust"]["Mortgage"]),  which [Deed of
Trust]  [Mortgage] was recorded in the public records of the County of _________
in  the  State  of  ____________  on   _______________   as  Instrument   Number
___________, and an assignment of Lessor's interest in the Lease for the benefit
of Lender ("Assignment of Leases");

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

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

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

     3.  Lessee  agrees  that from and after the date hereof in the event of any
act or  omission  by Lessor  under the Lease  which would give Lessee the right,
either  immediately  or after the lapse of a period of time,  to  terminate  the
Lease,  or to claim a partial or total  eviction,  Lessee will not  exercise any
such  right (a) until it has given  written  notice of such act or  omission  to
Lender by certified  mail,  return receipt  requested,  and (b) until and unless
Lender fails to remedy such act or omission  within thirty (30) days for any act
or omission  which can be cured by the  payment of money,  or in the case of any
other act or  omission,  as long as  necessary  to remedy such act or  omission,

<PAGE>

provided (i) Lender  commences  such remedy  within  thirty (30) days,  and (ii)
Lender  pursues  completion  of such remedy with due  diligence  following  such
giving of notice and following  the time when Lender shall have become  entitled
under the [Deed of Trust]  [Mortgage]  to remedy  the same.  It is  specifically
agreed that Lessee  shall not, as to Lender,  be entitled to require cure of any
such default which is personal to Lessor,  and therefore not susceptible of cure
by Lender, and that no such uncured default shall entitle Lessee to exercise any
rights under the Lease with respect to Lender.

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

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

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

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

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

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

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

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

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

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

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

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

     8. Lessor and Lessee hereby jointly and severally agree for the benefit and
reliance of Lender, that neither this Agreement, nor any assignment of the Lease
for collateral purposes,  nor anything to the contrary in the aforesaid Lease or
in any modifications or amendments thereto shall, prior to Lender's  acquisition

<PAGE>

of Lessor's interest in and possession of the Property (and thereafter,  only to
the  extent of the  Property  and not  personally),  operate  to give rise to or
create any  responsibility  or  liability  upon  Lender for the  control,  care,
management or repair of the Property or for any waste  committed on the Property
by any party  whatsoever  or for any  dangerous  or  defective  condition of the
Property;  or impose responsibility for the carrying out by Lender of any of the
covenants, terms and conditions of the Lease or of any modification or amendment
whether or not hereafter  consented to by Lender,  or for any  negligence in the
management, upkeep, repair or control of said Property resulting in loss, injury
or death to any lessee,  licensee,  invitee, guest, employee, agent or stranger.
Notwithstanding  anything to the contrary in the Lease,  Lender,  its successors
and assigns (and any Lender Party,  as  appropriate),  shall be responsible  for
performance of only those  covenants and obligations of the Lease accruing after
Lender's,  its  successors' and assigns' (or Lender  Party's,  as  appropriate),
acquisition of Lessor's interest in and possession of the Property.

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

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

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

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

     13. If any bankruptcy  proceedings shall hereafter commence with respect to
Lessor,  and if the Lease is rejected by the trustee in  bankruptcy  pursuant to
Section 365 of the United States  Bankruptcy Code, Lessee agrees with Lender (i)
not to treat  such  lease as  terminated  or if the Lease is  terminated  by the
Trustee, to execute a new lease with Lender or its designee on the same terms as
the Lease, and (ii) to remain in possession of the Premises.

     14.  Lessee  agrees to  execute  and  deliver  from time to time,  upon the
request of Lender a  certificate  regarding  the status of the Lease in the form
set forth in Schedule A hereto and made a part hereof. ----------

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


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

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

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


<PAGE>

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


                                                     ------------------------------------
                                                     By:      Judith Berson
                                                     Its:     Executive Vice President


LENDER:                                              _________________________,

                                                     By:_________________________________


LESSEE:                                              TOYS INTERNATIONAL, INC., a California corporation

                                                     By:

                                                     Name:

                                                     Title:                     ________________________


                                                     By:

                                                     Name:

                                                     Title:                     ________________________



</TABLE>

<PAGE>
                          ACKNOWLEDGEMENT OF LANDLORD


COMMONWEALTH OF VIRGINIA                    )
                                            ) ss.
COUNTY OF ARLINGTON                         )

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

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



                      ACKNOWLEDGEMENT OF CORPORATE TENANT

STATE OF                                    )
                                            ) ss.
CITY/COUNTY OF                                       )


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


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

[Notarial Seal]


                            ACKNOWLEDGEMENT OF LENDER


STATE OF _________________                           )
                                            ) ss.
CITY/COUNTY OF __________                            )

     On this ____ day of  ____________________,  19____,  before me,  _________,
notary   public,   personally   appeared   ______________,   the  __________  of
________________,  proved to me on the basis of satisfactory  evidence to be the
person(s)  whose  name(s)  is/are   subscribed  to  the  within  instrument  and
acknowledged  to  me  that  he/she/they   executed  the  same  in  his/her/their
authorized  capacity(ies),   and  that  by  his/her/their  signature(s)  on  the
instrument  the  person(s),  or the entity  upon  behalf of which the  person(s)
acted, executed the instrument.

WITNESS my hand and
official seal.

Notary Public
My Commission expires:_____________




<PAGE>
                                   EXHIBIT H-1

         PRE-CONSTRUCTION TENANT ESTOPPEL CERTIFICATE

     TO:  ________________________,  its  successors and assigns or an affiliate
(referred  to  herein  as  "Lender"),  for  itself  and as agent for one or more
co-lenders:

     1. The undersigned is the Lessee under that certain Lease together with all
amendments,  modifications and supplements  thereto,  as more fully described on
Schedule A attached hereto, and made a part hereof  (collectively,  the "Lease")
by and between OPRY MILLS LIMITED  PARTNERSHIP,  a Delaware limited partnership,
as  Lessor  and   __________________________________,   a   ____________________
corporation,  as Lessee,  covering those certain premises  described therein and
located at Opry Mills, Nashville, ---------- ----- Tennessee ("Premises").

     2. Capitalized  terms not otherwise  defined herein shall have the meanings
set forth in the Lease.

     3. Except for any amendments,  modifications  and supplements  described in
Schedule A the Lease has not been modified,  changed,  altered or amended in any
respect and is the only Lease or agreement  between the Lessee and Lessor or its
agents affecting the Premises.

     4. Lessee has made no  agreements  with  Lessor or its agents or  employees
concerning free rent,  partial rent, rebate of rental payments or any other type
of rental concession (except as set forth in the Lease).

     5. No rent has been prepaid for more than one (1) month.

     6.  The  Lease is in full  force  and  effect  and  Lessee  has no right to
terminate the Lease (other than by reason of default by Lessor).  As of the date
hereof, Lessee is entitled to no credit, no free rent and no offset or deduction
in rent, except as set forth in the Lease.

     7. The Lessee and  Lessor  are not in default  under the Lease and,  to the
best of  Lessee's  knowledge,  there is no event which with notice or passage of
time would constitute a default by Lessee or Lessor under the Lease.

     8. Lessor has and is under no  obligation to Lessee with respect to payment
of the cost of tenant  improvement work to the Premises,  except as specifically
set forth in the Lease.

     9. The Lease does not contain and the Lessee does not have any  outstanding
options or rights of first  refusal to purchase the Premises or any part thereof
or the real property of which the Premises are a part.

     10. No actions,  whether  voluntary of otherwise,  are pending  against the
Lessee under the bankruptcy laws of the United States or any state thereof.

     11. Any notices sent to Lender or its  affiliates  shall be sent  certified
mail,  return  receipt  requested  and addressed to  ___________________  at its
offices ________________________.


     This  certification  is made knowing  that Lender  relies upon the truth of
this certification in making certain fundings.

Dated as of this _______day of ______________________, 199_.

TOYS INTERNATIONAL, INC., a California corporation


By:_____________________________________________

Its:_____________________________________________